Overview

As counsel to many public and private companies, as well as not-for-profit entities, Friday, Eldredge & Clark lawyers have gained the insight and discretion necessary to advise your organization on even the most sensitive corporate governance issues. Boards of directors, senior management teams, independent directors, board committees, and shareholders have engaged us on governance matters. No matter what your organization’s need – from internal investigations, to advising boards of directors on fiduciary responsibilities, to the unique governance concerns of non-profits – you can rely on the guidance you receive for governance policies that support compliance, accountability, and transparency. Our team includes attorneys from numerous practice groups, including corporate, securities, litigation, tax and labor, and employment in order to best meet your particular needs.

We work daily to assist corporations and other entities in organizational and structural issues. Our work includes preparation of governance documents and working with our clients on governance principles. We advise directors and officers on their obligations in monitoring and overseeing the affairs of the corporation, ranging from proper due diligence, risk management, audit oversight responsibilities, and maintenance of proper corporate records. Counsel includes representation in shareholder actions, proxy solicitation and compliance, and responses to hostile takeover matters. Our attorneys are well versed in federal and state securities law matters affecting director and officer liability, as well as Sarbanes-Oxley Act compliance. Protecting directors and officers against personal liability is a primary focus of our governance team.

Internal Investigations

Boards of directors, audit committees, and special committees turn to our firm when they need help to investigate questionable financial or regulatory conduct in their organizations. We thoroughly understand the legal requirements of such investigations, and combine immediate and confidential response with thorough professional investigation and advice. That includes detailed reporting on what actions the members of your organization took, whether those actions were proper, and what remedial steps are necessary for directors and officers to meet their fiduciary responsibilities.

A key member of our governance team can provide your organization with the unique advantage of being both a Certified Fraud Examiner (CFE) and a Certified Public Accountant (CPA). This exceptional capability enables us to serve as an independent advisor to your board’s audit committee, providing guidance on the interplay between legal and accounting issues that center on detection of and protection from financial fraud. In this capacity we can also work with lawyers for the board and internal audit investigators to shape a proactive strategy for answering audit committee inquiries.

Fiduciary Responsibility

Offering more than just advice on what the law is, our lawyers work with boards, their corporate governance committees, and their counsel on such governance concerns as properly structuring board committees and developing related governance guidelines. Our advice covers everyday operational matters, but for major governance concerns, boards of directors and corporate officers rely on us for guidance in such difficult and complex issues of fiduciary duty as corporate control controversies, restructurings, conflicts of interest and shareholder rights.

Because we have an active mergers and acquisitions practice, an integral part of our corporate governance work involves counseling corporate governance committees, audit committees, and special committees formed to evaluate potential business combinations involving proxy and takeover contests, tender offers, and mergers and acquisitions. If your organization faces such a transaction, it can involve particularly difficult issues of director and officer fiduciary responsibility. We can help you assess the details of the transaction itself as well as the individual roles of directors in making the necessary decisions.

Non-profit Governance

As part of our extensive counseling of non-profit organizations, one of our senior partners has worked with the Arkansas Coalition for Excellence to develop consensus best practices for non-profit governance. That reflects the ability of our lawyers to represent your nonprofit organization in its everyday operational concerns, including corporate governance, officer and director liability (including liability insurance issues), and funds management. Our lawyers are highly skilled in all complex aspects of tax-exempt compliance, including issues of unrelated business income and private benefit or conflict of interest concerns. In addition, our lawyers can advise on tax controversies and audits specifically involving tax-exempt organizations.

We often advise hospitals, managed care groups, physician practice management companies, and management service organizations on tax and employee benefits concerns in acquisitions and restructuring. We also give clear guidance in structuring physician recruitment packages in order to avoid private inurement or impermissible private benefits sanctions. Private inurement can be a particular concern in joint ventures and other arrangements with for-profit organizations, and we protect your organization’s tax-exempt status in these ventures.