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Corporate Governance Counseling

The corporate governance needs of every business are different. They depend on factors ranging from the formal organization of the company to the particularities of its industry. Understanding how these issues play into strategic planning and risk mitigation is one of the most important roles of our corporate governance attorneys

Morris James LLP assists clients who seek advice regarding how to structure transactions to comply with the Delaware laws governing business organizations. This assistance ranges from advising on the board's fiduciary duties in a sale of the company, to advising owners and managers of unincorporated entities, such as limited liability companies or limited partnerships. We also represent special committees of public companies in negotiations of mergers and other transactions with controlling stockholders and investigations of alleged corporate wrongdoing.

Our Corporate Governance Team

Morris James’ in-house corporate governance counseling team is among the most well-respected in Delaware. Our attorneys are recognized by Chambers USA as “America’s Leading Lawyers for Business”, and nearly half of our partners have been cited by The Best Lawyers in America for excellence in their field and hold AV Preeminent Ratings from Martindale-Hubbell.

As well, two of our partners serve as members of the Delaware State Bar Association’s Corporate Law Council, which monitors and recommends changes to the statutes governing Delaware business organizations. Our partners also have been chosen by the Court of Chancery to serve as custodians or receivers tasked with a range of duties, from resolving corporate deadlocks to selling operating businesses.  Knowledge from this work and our litigation experience informs our judgment.

Recent Representations

Morris James’ corporate governance practice covers a wide range of potential issues. We provide legal representation for stockholders as well as guidance for decision-makers. In the past, our group has: 

  • Represented special litigation committee investigating derivative claims
  • Represented a publicly traded corporation in establishing an appropriate special committee process for a $900 million financing transaction
  • Represented a special committee of independent directors of a privately owned corporation in a $1 billion sale and restructuring process
  • Represented a special committee of independent directors of a publicly- traded corporation in a $120 million debt to equity conversion
  • Represented a special committee of independent directors of a publicly traded corporation in response to an offer by the majority stockholder to purchase the remaining shares of the company it did not own
  • Represented special committee of directors assigned to negotiate merger consideration to be allocated to one class of stock in a dual-class stock structure
  • Represented special committee in sale of substantial business unit of publicly traded corporation

We aim to develop long-term relationships with our clients. As our clients’ businesses grow and adapt to changes in their industry, it will take experienced counsel to properly capitalize on opportunities and ensure long-term interests are protected. By taking the time to fully understand our clients’ needs and industry, Morris James helps them make informed choices. 

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