Outside GC Practice - Litigation - Business Divorce
Risk Management
Not all risk is existential -unless you ignore it. Whether commercial, corporate governance or regulatory - thorny issues can sideline your business, drain your capital, distract and undermine years of hard work. Take a proactive approach with thoughtful planning that anticipates risk and positions business to sail on. Should a problem arise, I can help navigate your resources into action to get through it.
- Advising executive management, directors and special committees during audits, third party subpoenas and inquiries and/or regulatory investigations
- Conducting investigations involving executives, directors and managers
- Conducting internal company investigations in response to allegations of wrongdoing, accounting, and financial irregularities
- Building strategic response and investigations related to whistleblower complaints
- Federal and state law enforcement, regulatory and investigative inquiries
- Navigating PR with target constituents - boards of directors, senior executives, employees, stockholders, public.
Corporate Governance
Being well-versed in corporate governance, oversight, compliance, and stockholders' engagement issues helps me serve as a trusted advisor to boards and executive management. Governance is about relationships and integrity. How well do your directors play in a sandbox and do they do the right thing?
- Fiduciary duties, conflict of interests transactions, standards of conduct, director independence, corporate social responsibility, and ethics
- Governance oversight and activism management
- Entity formation (including non-profit)
- Federal and state securities laws, and public disclosures
- Governance and compliance issues related to mergers, acquisitions, and other major transactions
- Internal controls assessments
- Conduct of directors' and stockholders' meetings, strategic responses to proposals, demands and investigations, Book and Records demands
- Executive compensation, incentive compensation plans, and senior executive employment contracts
- Assistance with annual board evaluations
- Succession planning
- Investor relations and buyouts
- Review of corporate charters, bylaws, defensive measures, and board governance policies
- Department of Justice and state law enforcement investigations and actions.
Dispute Resolution
Few things are this certain - thoughtful and prudent settlement is always better than prolonged and costly litigation. To resolve your adversary matters quickly and efficiently, let me help in working through the issues and structuring a solution that works. I am experienced in representing parties in alternative dispute resolutions, DRAA, AAA, as well as mediations.
Commercial Transactions
Whether you buy, sell, lease, partner or otherwise deploy your resources to move the wheels of commerce, you cannot last on a handshake. All commercial transactions, whether termed in materials, products, or services require terms to spell out rights, obligations and expectations of each party, and to establish the remedies for nonperformance. Nuance and details matter; always more so when disputes arise.
- Long- and short-term procurement agreements and contracts for the sale of critical goods and services
- Inventory finance, lease and structured loans
- Real estate transactions
- Employment: on-boarding and exit
- Research and development agreements
- Joint ventures, partnership and strategic alliance agreements
- Licensing (including SaaS, bio pharma, IP)
- Management agreements
- Asset Acquisitions and Divestiture
- M&A