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

Contact

Jeffrey C. Gifford
Member

View All Professionals

Practices

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

Latest News and Insights

Legal Alerts12.5.24

Corporate Transparency Act Halted... For Now

On December 3, Judge Amos L. Mazzant, III, of the U.S. District Court for the Eastern District of…

Learn more

Press Releases11.7.24

Dykema Receives 15 National Rankings and 153 Metro Rankings in Best Law Firms for 2025

Dykema, a leading national law firm, announced today that the firm was nationally ranked in 15…

Learn more

Legal Alerts10.21.24

Healthcare Deals Buoy Dykema M&A Activity

The third quarter was a busy one for our M&A practice. All told, we closed 22 deals, the same number…

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

12.05.24

Corporate Transparency Act Halted... For Now

Legal Alerts

On December 3, Judge Amos L. Mazzant, III, of the U.S. District Court for the Eastern District of Texas, issued a preliminary injunction against enforcement of the Corporate Transparency Act (CTA) and…
11.07.24

Dykema Receives 15 National Rankings and 153 Metro Rankings in Best Law Firms for 2025

Press Releases

Dykema, a leading national law firm, announced today that the firm was nationally ranked in 15 practice areas in the 2025 Best Law Firms list and received a total of 153 metropolitan rankings…
10.21.24

Healthcare Deals Buoy Dykema M&A Activity

Legal Alerts

The third quarter was a busy one for our M&A practice. All told, we closed 22 deals, the same number we closed during the third quarter of last year, but the average transaction size increased…
08.15.24

Understanding Your Responsibilities Under the Corporate Transparency Act

Legal Alerts

Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA”) requires many entities formed or registered to do business in the United States to report information to the U.S. Department of…
08.01.24

What do real estate investors need to know about the Corporate Transparency Act?

Podcasts

In real estate, complex ownership structures have long been a part of the game. But the introduction of the Corporate Transparency Act (CTA) earlier this year has presented a new set of potential…
07.24.24

M&A Deal Volume Warms in Second Quarter

Legal Alerts

In our report for the first quarter, we described our deal volume in the first quarter as “tepid." According to Meriam Webster, “tepid” is synonymous with lukewarm. That translated to 22 closed deals…

View All

Contact

Jeffrey C. Gifford
Member

View All Professionals

Practices

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

Governance

Contact

Related

Practices

Latest News and Insights

Contact

Related

Practices

Corporate Transparency Act Halted... For Now

Legal Alerts

Dykema Receives 15 National Rankings and 153 Metro Rankings in Best Law Firms for 2025

Press Releases

Healthcare Deals Buoy Dykema M&A Activity

Legal Alerts

Understanding Your Responsibilities Under the Corporate Transparency Act

Legal Alerts

What do real estate investors need to know about the Corporate Transparency Act?

Podcasts

M&A Deal Volume Warms in Second Quarter

Legal Alerts

Contact

Related

Practices