Corporate governance is the system by which a business is directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the company, such as the board of directors, managers, officers, and shareholders, and establishes the rules and procedures for making decisions on corporate affairs. Good corporate governance is key to the integrity of corporations, financial institutions, and markets, and central to the health of our economies and their stability.
The roles of boards of directors, board committees, individual directors, and executive officers have always been challenging. Businesses that establish strong corporate governance principles typically succeed for years and through successive management slates. Weak or non-existent corporate governance procedures tend to result of sluggish or failing companies and subject directors and officers to significant potential liabilities.
For all of these reasons, it is important for companies to find excellent corporate governance counsel to represent the company and its board of directors and committees. Experienced counsel will advise boards on establishing best practices for adhering to corporate formalities and proper process and procedure. Corporate governance lawyers should have extensive experience in advising boards of directors, board committees, and executive officers as the boards perform their duties in all types of situations, both extraordinary and routine. These boards and committees need attorneys who are thoroughly versed in traditional corporate fiduciary standards, as well as in the extensive and ever-changing body of legislation, regulation, and listing standards that both define and shape the responsibilities of directors and officers of companies.