Brown McCarroll Attorneys at Law

Corporate governance is the system that directs a corporation and holds its directors and executives accountable. It is this system of policies and procedures and how they are implemented that determines the behavior of the corporation. As we have seen in recent years, poor corporate governance can bring down not only the corporation, but individuals and in some cases even economies. 

No matter the size of the corporation, intelligent corporate governance is critical. While the Sarbanes-Oxley Act of 2002 increases the reach of the federal government and establishes criminal sanctions for certain activities, companies are also at risk of shareholder suits and other regulations and laws.

Our attorneys:

• Consider corporate stewardship and good business ethics as critical to the success of any business
• Help set up corporate governance policies and best practices to help reduce risk
• Counsel corporations on board composition
• Advise boards on conflict of interest matters and setting up special committees
• Counsel on fiduciary duties of directors and shareholders
• Analyze risk and exposure in a multitude of other corporate governance areas 

We have the breadth of experience to anticipate and help you solve problems and reduce risk. For instance, we often see companies enter M&A discussions without taking into account the different economic interests of classes of shareholders. Failure to fully analyze these potential conflicts of interest and risks could lead to unexpected but foreseeable shareholder suits post-closing.