Corporate Governance

Stevens & Lee is highly experienced in representing public and non-public companies in corporate governance and anti-takeover matters. We have been involved in many takeovers and attempted takeovers and have represented both acquirers and targets in bear-hug transactions, hostile tender offers, proxy contests and destabilization attempts which often precede a hostile takeover. Moreover, we have advised several clients on the very delicate and highly complex corporate governance issues that are presented when differences in strategic vision surface in the board room and threaten unity. Our experience in this area has given us valuable insight into the dynamic and sometimes competing interests of management, the Board of Directors, stockholders, the investment community at large and the financial and securities law regulatory authorities.

Advising clients – offerors and targets – in connection with unsolicited acquisition proposals, board destabilization attempts, proxy contests and other struggles for control of public companies demands lawyers with the experience and skill to meet the challenges created by today’s volatile corporate environment. Stevens & Lee lawyers advise clients on the implications of state anti-takeover statutes, shareholder rights plans, takeover defense tactics and election contests for corporate control. We also skillfully handle many other delicate corporate governance matters. Our public company clients are traded in the over-the-counter market and on NASDAQ and the New York Stock Exchange. We are well-versed in the requirements of each of those trading markets, including exchange corporate governance requirements for director independence and audit, nominating and compensation committees.

We advise clients on the implications of anti-takeover legislation and have implemented structural devices designed to retain decision-making processes in the board room. Particularly at annual meeting time, we also advise clients on proposals received from stockholders under SEC rules, the requirements of the institutional shareholder advisory services and on matters to be presented to shareholders, such as employee benefit plan design.