Corporate Governance and General Corporate Law Matters

As a significant part of my practice, encompassing all of the services I provide to clients for entertainment and media law, securities law, and mergers and acquisitions, I provide a full service corporate law and corporate governance practice. These services include:

General Corporate Law Matters

My practice includes a full service corporate practice. These services include:
  • Assist with considerations of choice of entity and state of organization

  • Entity formation documents

  • Structuring boards of directors and managers (include election and appoint of directors and managers, staggered boards, and cumulative voting issues)

  • Preparing various corporate minutes and actions by written consent

  • Provide advice and prepare documents with respect to procedures to approve various corporate actions

  • Provide advice and prepare documents for extraordinary corporate transactions, such as stock dividends, stock splits, redemptions, reorganizations, acquisition and dispositions

  • Provide advise and prepare documents related to applicable dissenters’ right

  • Director confidentiality policies

  • Preparing director and employee equity incentive plans, including stock options, SARs, performance options, restricted stock, and RSUs

  • Preparation of other basic corporate documents such as:

Corporate Governance Matters

As part of my full service corporate practice, I also provide clients with extensive corporate governance services, such as:
  • Regularly advising boards of directors on a variety of matters, including fiduciary duty issues

  • Assisting companies in the review and revision of organizational documents to include up-to-date governance provisions

  • Reviewing and assisting clients , especially public companies, in the preparation of committee structures and charters, including:

  • Advise public companies in complying with

  • Director confidentiality policies

  • Director and executive indemnification agreements

  • Prepare director and employee equity incentive plans

  • Regularly advise clients in contests for corporate control and in structuring defensive mechanisms, including so-called poison pill plans

Due to my background and extensive experience with corporate governance and SEC-related matters, I often engaged to act as special counsel to various corporate committees and, when required, as special counsel for corporate investigations.