Corporate governance law can be summarized as the rules governing the relationships between the three principal corporate constituencies: the shareholders, the directors and the management. Standing in the middle of those three constituencies, corporate counsel see those relationships play out on a daily basis -- even in private companies -- and are called on to keep them all in some semblance of balance in accordance with the prevailing notions of good corporate governance.
This program will use hypothetical (but recurring) situations for both public and private companies to explore. The program will address such questions as, When does a senior executive’s private life become a matter of corporate concern? How should one go about preparing minutes of board meetings, especially when the matters being considered are grave or sensitive? How would you advise board members who are planning to fire the CEO when the CEO is also on the board? How much information should be provided to shareholder-employees upon buy back of their shares upon termination of employment? How do you make sure the company's charter and bylaws properly reflect the relative rights and responsibilities of the board, management and shareholders in a way that is right for a particular company? How do you counsel management in the initial response to an unsolicited offer to acquire the company?