Corporate Governance

The landscape surrounding corporate governance has evolved dramatically over the past several years. Today, the demands on boards are far more complex and quicker to change. For example, activist shareholders routinely challenge a company’s board diversity, overall strategic capabilities, and appropriate skill levels.

At KMK, we understand these changing dynamics and have experience on the full range of corporate governance and fiduciary obligations. Our deep entrepreneurial roots and long history acting as counsel to companies of all sizes allows us to provide streamlined, responsive, cost-effective advice to our clients.

While we counsel large national and international corporations regarding corporate governance, we also maintain an active practice advising closely-held or family-owned corporations. These directors and officers face distinctive challenges that continue to grow in complexity.

KMK represents public companies, boards of directors, board committees, executive officers and shareholders in a broad range of corporate governance areas, including:

•  Advising boards of directors, board committees, and executive officers with respect to their fiduciary duties under state law, including conflicts of interest and acquisition proposals.
• Complying with national securities exchange governance requirements, such as director independence standards, board and board committee requirements, and general compliance matters.
• Complying with the Sarbanes-Oxley Act, the Dodd-Frank Act, Regulation FD, and related SEC rules and regulations.
• Implementing director and officer liability protections, including director and officer insurance coverage and charter indemnification provisions, and advising on statutory indemnification protections.
• Improving corporate governance ratings from proxy advisory firms.
• Preparing and updating governance documents, such as charters, bylaws, governance guidelines, board committee charters, insider trading policies, whistleblower policies, and codes of conduct and ethics, to address the constantly evolving regulatory environment and reflect best practices.
• Preparing for and responding to shareholder activism and takeover efforts, such as proxy contests, shareholder proposals, tender offers and informal demands.
• Providing assistance in structuring and conducting internal investigations and managing crises.

KMK regularly advises boards of directors, board committees, and executive officers with respect to their fiduciary duties under state law; and we counsel clients on the fiduciary duties of directors and special and independent committees in connection with conflicts of interest and the review and negotiation of acquisition proposals.