Governance

Heightened public scrutiny and shareholder activism, new disclosure and legal requirements, and increased litigation risk have pushed companies to pay closer attention to their governance practices.

With our broad base of industry experience across legal disciplines, we offer governance solutions that align with the latest regulatory requirements and your strategic business goals.

Dykema’s 20th Annual M&A Outlook Survey

We canvassed CEOs, CFOs, and other professionals involved in M&A activities with their respective firms to gauge their insights and perspectives on the M&A market in the coming 12 months.

The results provide a snapshot of the M&A market and the economy this year and how they compare from previous years.

We counsel boards of directors of public, private, and nonprofit entities to help them fulfill their fiduciary duties and responsibilities to stakeholders in a wide variety of circumstances, including:

evaluation of management and third-party buyout proposals
succession planning
documentation of codes of conduct, governance-related policies, and committee charters
board self-evaluation processes
risk management oversight and corporate compliance oversight
responding to an unsolicited offer to acquire the company

Our lawyers also bring deep experience and resources to bear on the issues that confront board committees, such as audit, compensation, and special committees. Our knowledge of state and federal laws, coupled with our experience in corporate governance and compliance across a wide range of industries, helps us provide valuable guidance to board committee members in a number of critical areas. These may include:

reviewing and documentation of executive compensation and termination arrangements
evaluation of conflicts of interest and director independence issues
conducting internal investigations and internal reviews of alleged wrongdoing
structuring a process to ensure fairness of a related party transaction and to minimize associated litigation risk
discharging fiduciary duties in the context of a review of strategic alternatives to the company’s long term strategic plan
discharging fiduciary duties, evaluation, and negotiation of the terms of a transaction and interfacing with financial and other committee advisors in the context of a sale of the company
evaluating and responding to a shareholder derivative litigation demand

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Jeffrey C. Gifford
Member

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Practices

Corporate and Finance Employee Benefits and Executive Compensation Mergers and Acquisitions Securities Tax

Latest News and Insights

Legal Alerts3.3.25

U.S. Companies No Longer Subject to CTA Enforcement, Treasury Confirms

On March 2, the U.S. Treasury Department announced that it would suspend enforcement of the…

Learn more

Legal Alerts2.28.25

FinCEN Will Not Impose Fines or Penalties for Beneficial Ownership Reporting Deadlines

The Financial Crimes Enforcement Network (FinCEN) announced that it will not impose fines,…

Learn more

Legal Alerts2.20.25

Corporate Transparency Act’s BOI Reporting Mandates Reinstated… For Now—Preparing for Upcoming Deadlines and Legislative Challenges

BOI reporting requirements under the CTA are back in effect. On February 17, a federal judge lifted…

Learn more

Helped board of a Nasdaq Global Select-traded public company in auction that yielded all-time high stock price.
With Dykema’s advice regarding the process, the auction generated interest from several bidders, yielded a per share price that exceeded the highest price at which the company’s stock had ever traded prior to announcement of the deal and resulted in no shareholder litigation against the board for breach of fiduciary duty.
Negotiated to Secure Minority Shareholder Protections
Counseled the outside directors of a large public company regarding articles and bylaws changes proposed by a controlling shareholder that would have disproportionately benefitted the controlling shareholder to the detriment of the minority shareholders. Based on Dykema’s counsel, the outside directors were able to negotiate a mutually acceptable compromise that preserved many of the minority shareholder protections then in place.
Counseled Shareholders on Strategy to Sell Company for Significant Profit
Counseled the outside directors of a midsized public company in connection with an evaluation of the company’s strategic alternatives in response to a demand by a significant shareholder and dissident director to sell the company. After an extended evaluation period and discussions with a potential suitor, the board ultimately determined not to sell the company at that time. Shareholders reaped a significant benefit as the company was sold several years later at a much higher price.
Devising and Executing Acquisition Strategy for Public Companies
Advised the outside directors of various public companies in response to unsolicited offers to acquire these companies, helping them devise and execute a strategy for responding to the offer in light of each company’s circumstances and the posture of the board. In each instance, the outside directors evaluated the offer in light of the company’s value if it remained independent and pursued its long-term strategic plan and, in some cases, also conducted a more in-depth review of other strategic alternatives available to the company where such information was needed to fully evaluate the offer before responding. When the directors determined to pursue the offer, Dykema’s team assisted in negotiating the terms of a transaction document that included protections such as a “go-shop” provision to help meet the directors' fiduciary duties.
Loss Recovery for National Charity
Advised a special committee of the board of a local branch of a national charity and conducted an internal investigation of significant employee misconduct against the charity. As a result of Dykema’s efforts, the charity was able to recover a substantial portion of its loss and avoid publicity that would have likely damaged its reputation and shaken donor confidence.
Corporate Governance Restructuring for Large Charity
Advised a large charity seeking to restructure its corporate governance to put safeguards in place similar to those required by the Sarbanes Oxley Act of 2002. Actions such as establishment of an audit committee, selection of an independent auditor through an RFP process, and a process for creation of special board committees to respond to special inquiries helped put the charity’s board in position to oversee the charity’s operations and finances more effectively.

Contact

Jeffrey C. Gifford
Member

View All Professionals

Practices

Corporate and Finance Employee Benefits and Executive Compensation Mergers and Acquisitions Securities Tax

03.03.25

U.S. Companies No Longer Subject to CTA Enforcement, Treasury Confirms

Legal Alerts

On March 2, the U.S. Treasury Department announced that it would suspend enforcement of the Corporate Transparency Act (CTA) against U.S. citizens and domestic reporting companies. This means that no…
02.28.25

FinCEN Will Not Impose Fines or Penalties for Beneficial Ownership Reporting Deadlines

Legal Alerts

The Financial Crimes Enforcement Network (FinCEN) announced that it will not impose fines, penalties, or take enforcement actions against companies that fail to file or update their Beneficial…
02.20.25

Corporate Transparency Act’s BOI Reporting Mandates Reinstated… For Now—Preparing for Upcoming Deadlines and Legislative Challenges

Legal Alerts

BOI reporting requirements under the CTA are back in effect. On February 17, a federal judge lifted the nationwide stay he had issued on January 7 in Smith v. U.S. Department of the Treasury, 6:24-cv…
01.24.25

Dykema M&A Volume Remains Strong During Another Challenging Year

Legal Alerts

We entered 2024 hoping that some of the uncertainties impacting the M&A market would recede into the background; however, a clearer picture never really emerged.
01.24.25

Supreme Court Allows CTA Enforcement, but Questions Remain

Legal Alerts

On January 23, 2025, the U.S. Supreme Court granted the Secretary of the Treasury’s application to lift a nationwide injunction that had paused enforcement of the Corporate Transparency Act (CTA). The…
12.27.24

Update: Fifth Circuit Reinstates Nationwide Preliminary Injunction Against CTA

Legal Alerts

On December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit merits/oral argument panel vacated the decision of the motions panel and REINSTATED the District Court’s preliminary injunction…

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Contact

Jeffrey C. Gifford
Member

View All Professionals

Practices

Corporate and Finance Employee Benefits and Executive Compensation Mergers and Acquisitions Securities Tax

Governance

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Latest News and Insights

Contact

Related

Practices

U.S. Companies No Longer Subject to CTA Enforcement, Treasury Confirms

Legal Alerts

FinCEN Will Not Impose Fines or Penalties for Beneficial Ownership Reporting Deadlines

Legal Alerts

Corporate Transparency Act’s BOI Reporting Mandates Reinstated… For Now—Preparing for Upcoming Deadlines and Legislative Challenges

Legal Alerts

Dykema M&A Volume Remains Strong During Another Challenging Year

Legal Alerts

Supreme Court Allows CTA Enforcement, but Questions Remain

Legal Alerts

Update: Fifth Circuit Reinstates Nationwide Preliminary Injunction Against CTA

Legal Alerts

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