Practice Area
Board and Stockholder Governance
Governance Is Control
Governance is the operating system for control of the company. It decides who has a say, how decisions get made, and what happens when the people involved disagree. It comes into play in routine and not-so-routine ways, like a financing that reshapes the board, a disagreement among founders, an investor pushing for change, a leadership transition.
We advise founders, executives, and boards on governance as a question of control, not merely compliance, from a company's first board through boards suitable for going public.
The Board Decides Who Decides
The makeup of a board determines who decides the questions that matter, and it is one of the first things institutional investors will want to shape. Getting it right early, and adjusting it deliberately as investors come in, keeps control aligned with the people accountable for the outcome.
We advise on:
- board and committee structure
- director appointments, removals, and transitions
- balancing founder, investor, and independent representation
- voting thresholds and approval rights for key decisions
Process Protects the Decision and the Directors
Directors owe fiduciary duties to the company that are legally enforceable, and sound process is what protects both the decision and the people making it. Careful decision-making is not merely bureaucracy; it is what holds up when a choice is questioned later.
We advise on:
- director duties in ordinary and high-stakes decisions
- conflicts of interest and related-party transactions
- documenting decisions so they withstand later scrutiny
Governance Shows Up in the Mechanics
The quality of governance shows up in the unglamorous mechanics: what the board sees before a meeting, how decisions are recorded, whether the paper trail matches the decision that was actually made. Done well, this is invisible. Done poorly, it surfaces at the worst possible time.
We assist with:
- board and committee meeting preparation and materials
- resolutions, consents, and minutes
- committee charters and governance policies
- aligning board process with company strategy and reporting obligations
Compensation Is Where Incentives Meet Governance
Compensation is where incentives and governance meet. How executives are paid impacts talent attraction and retention; how that pay is approved and disclosed is a governance question that draws attention as a company matures.
We advise on:
- executive compensation structures
- equity incentive design and alignment with performance
- compensation committee support and related disclosure
Investor Rights Create a Relationship to Manage
Once outside investors hold rights, governance involves relationships, not just structures. Most governance disputes are easier to prevent than to resolve, and prevention usually comes down to communication before positions harden.
We assist with:
- stockholder communications
- managing investor rights and expectations
- addressing governance concerns before they become disputes
When It Matters Most
Governance is easy to treat as overhead, right up until the moment it decides an outcome. The work we do is meant to make sure that when that moment comes, the structure holds and control rests where it should.