Corporate Governance

"Fishman Haygood is... also noted for its advice on corporate governance, risk management and takeover defense." —Chambers and Partners USA (2023)

Fishman Haygood’s corporate governance lawyers serve as experienced advisors to corporate, nonprofit, governmental and other organizational clients, often in crisis management and other high-risk situations.

The team counsels on regulation, shareholder engagement, stakeholder and public communications, government relations, and best practices. Our lawyers are known for combining their considered judgment and depth of legal knowledge, which makes them trusted counselors to executive management and other leadership teams.

Our lawyers regularly counsel members of the board of directors, the board as a whole, and senior executives on the full range of corporate governance issues that confront organizations and their leadership. The goal is to help our clients develop a “tone at the top” that creates an organizational culture of integrity, compliance, transparency and high ethical standards. We advise on matters including:

  • Board structure and composition and the board refreshment process
  • Fiduciary duties and responsibilities of directors and board committees
  • ESG and corporate responsibility initiatives and disclosure
  • Director protections, including directors’ and officers’ liability insurance, indemnification and exculpation
  • Director independence matters and the duties and responsibilities of the lead independent director or independent chair
  • Executive session process and procedures
  • Board committee structure, composition and charters
  • Board and board committee evaluation and self-evaluation processes
  • Corporate governance principles and other board-level and company-wide policies, including conflict of interest, code of conduct, confidentiality and insider trading policies
  • Enterprise risk identification and risk management
  • Boardroom and committee advising
  • Director “continuing education”
  • Evolving trends and best practices for corporate governance, including review and updating of charter and bylaws and other governance documents
  • Shareholder and other stakeholder engagement and communications
  • Press releases and investor presentations
  • Annual shareholders meeting process and procedures
  • Proxy statement drafting and securities law compliance
  • Securities regulatory compliance, including periodic SEC reports, internal control safeguards and whistleblower protections
  • Senior executive and director succession planning and policy-making
  • Senior executive and director compensation policies, and board oversight of compensation
  • Equity compensation plan drafting and securities law compliance
  • Executive agreements

In addition to counseling on governance matters at the board and senior executive level, Fishman Haygood’s corporate governance, securities regulatory and litigation teams provide advice and support to boards and senior executives in transactional and crisis management situations, including:

  • Extraordinary corporate transactions, takeover defenses and related litigation
  • Say on pay planning and execution
  • Shareholder proposals
  • Conflict of interest and related party transactions
  • Federal, state, and foreign law compliance issues
  • Government investigations and transactions
  • Internal investigations
  • Shareholder derivative and securities fraud litigation
  • Disaster response and recovery

Representative Experience

  • Represented Sanderson Farms, Inc., advising management and Board of Directors on an ongoing basis, including on corporate governance, executive compensation, risk management, shareholder engagement, and other matters.