Corporate Governance and Shareholder Engagement

Why Cooley

In an increasingly complex regulatory environment coupled with enhanced scrutiny on corporate governance and executive compensation practices, good corporate governance and effective shareholder engagement are essential elements to corporate success. With corporate governance at the forefront of discussion in the boardroom and a key factor in decision-making by proxy voters, proactive, informed and practical corporate governance advice is critical. We regularly advise public companies, their boards and board committees on all aspects of corporate governance including:

  • Board effectiveness, board self-assessment and best practices in board structure
  • Board and committee composition, including hot topics such as diversity and tenure
  • Fiduciary duties
  • Board and management succession planning
  • Governance requirements of relevant securities exchanges
  • Hot-button issues in executive compensation
  • Balancing anti-takeover protections with shareholder rights
  • Perspectives of institutional investors on current and emerging corporate governance trends
  • The impact of governance decisions on potential voting recommendations from proxy advisory firms
  • Preparation and response to shareholder proposals and activist campaigns
  • Deep insight and practical advice related to ISS governance scores
  • Proxy contests
  • Directors and officers indemnification and insurance
  • Crisis management
  • Board and board committee investigations

With the level of engagement between public companies and their shareholders up significantly over the past decade, and with shareholder engagement here to stay, having an effective and well-informed shareholder engagement strategy is paramount. Our team has broad experience in advising companies on shareholder engagement, communication and related matters, including:

  • Shareholder engagement strategies and initiatives and ensuring management and board members are adequately prepared
  • Complexities of shareholder engagement, including Regulation Fair Disclosure compliance and SEC filing requirements
  • Messaging in public disclosures, including in annual proxy materials
  • “Say-on-pay” and other proxy voting proposals, including presenting decisions to best position companies for success in light of the known perspectives of the proxy advisory firms and institutional investors
  • Responding to negative voting recommendations from proxy advisory firms
  • Responding to shareholder letters and proposals, including negotiating proposal withdrawals
  • Shareholder and proxy advisory firm communications in connection with proxy contests