We have extensive experience advising public and private institutional clients on corporate governance matters, including board structure and composition, by-law and certificate of incorporation provisions, takeover devices, management remuneration, and accounting and reporting processes. We are well equipped to provide in-depth analyses of governance practices and promote governance issues that best serve the long-term investment objectives of our institutional clients.

We also litigate issues of corporate and board conduct arising from business transactions. These matters can involve issues such as the fairness of the transaction based on both pricing and process; the validity of take-over defenses such as poison pills and defensive restructurings; and the fairness of executive compensation. Such cases commonly include derivative claims alleging that the corporate entity's board of directors breached their fiduciary duties and failed to exercise proper business judgment.