Jones Day - Services - Corporate Governance

The massive corporate scandals that accompanied the new millennium resulted in a host of high-profile legislative and regulatory responses by the United States Congress, the Securities and Exchange Commission, the Department of Justice, state attorneys general and the national securities exchanges. Fearful of being marginalized by the incursion of these entities into matters of corporate governance, the Delaware courts even used the threat of enhanced exposure to potential personal liability as a means to encourage directors and officers to be more attentive in the performance of their managerial responsibilities.

Business-Oriented Solutions, Real-World Perspective

This heightened attention on director and officer conduct has created a cottage industry in governance. Unfortunately, many governance experts have lost - or never really had - a solid perspective on what really matters. They exalt mind-numbing checklists over substance and strategy, and perpetual self-analysis over the energetic exercise of sophisticated business judgment. Jones Day's governance practice is populated by lawyers who have real-world experience in the board room and in deal-making. Whether our client is the company or an independent committee, we emphasize effective, business-oriented legal strategies and solutions. To be clear: compliance with heightened governance standards is a given, but effectiveness in achieving corporate goals is our mission.

Jones Day knows that good corporate governance is not an end in itself, and is not one-size-fits-all. Good governance advice must be tailored to the client's objectives and should be mindful of the many disciplines that come into play. And finally, good governance evolves. The changes that have taken place in the corporate world - from new regulation to enforcement zeal, from activist shareholders to empowered boards, from auditor primacy to management scrutiny - are the most profound to occur in modern corporate history, and the changes keep coming.

Current Areas of Focus

Members of the Corporate Governance Team assist Jones Day's client base with respect to a wide variety of major corporate legal issues. Our leaders are in boardrooms hundreds of times each year. We advise business organizations and their principals on matters relating to corporate governance, special board committee matters, shareholder relations (including proxy contests and shareholder controversies), fiduciary duties, securities law compliance and disclosure (including compliance with the Sarbanes-Oxley Act of 2002 and the listing standards of the national securities exchanges), strategic planning and corporate restructuring, and executive compensation and benefits. Team members actively practice in mergers and acquisitions, corporate finance and capital formation, and other disciplines, including litigation and enforcement, so that we address governance issues from all strategic angles.

Independent decision-making
Investigations
Conflicting interest transactions
Going private transactions
Unintended consequences of shareholder activism
Majority voting and withhold campaigns
Takeover preparedness
Executive compensation
Say or pay
Independent consultants
Measured approaches to SOX compliance
Board evaluations
Enterprise risk management
Director and officer protections
Indemnification
Insurance
Board education
Succession planning

See Special Committees for more information.

Contact(s)

Lizanne Thomas
Atlanta
Tel: 1.404.521.3939
E-mail

Lyle G. Ganske
Cleveland
Tel: 1.216.586.3939
E-mail

Robert A. Profusek
New York
Tel: 1.212.326.3939
E-mail

Richard H. Koppes
San Francisco
Tel: 1.415.626.3939
E-mail

	Print Page Email Page Select a Language Corporate Governance - Overview
Lawyers Staff Overview Experience Professionals News Events Publications Achievements Contact(s) Lizanne Thomas Atlanta Tel: 1.404.521.3939 E-mail Lyle G. Ganske Cleveland Tel: 1.216.586.3939 E-mail Robert A. Profusek New York Tel: 1.212.326.3939 E-mail Richard H. Koppes San Francisco Tel: 1.415.626.3939 E-mail Main Practice Mergers & Acquisitions	The massive corporate scandals that accompanied the new millennium resulted in a host of high-profile legislative and regulatory responses by the United States Congress, the Securities and Exchange Commission, the Department of Justice, state attorneys general and the national securities exchanges. Fearful of being marginalized by the incursion of these entities into matters of corporate governance, the Delaware courts even used the threat of enhanced exposure to potential personal liability as a means to encourage directors and officers to be more attentive in the performance of their managerial responsibilities. Business-Oriented Solutions, Real-World Perspective This heightened attention on director and officer conduct has created a cottage industry in governance. Unfortunately, many governance experts have lost - or never really had - a solid perspective on what really matters. They exalt mind-numbing checklists over substance and strategy, and perpetual self-analysis over the energetic exercise of sophisticated business judgment. Jones Day's governance practice is populated by lawyers who have real-world experience in the board room and in deal-making. Whether our client is the company or an independent committee, we emphasize effective, business-oriented legal strategies and solutions. To be clear: compliance with heightened governance standards is a given, but effectiveness in achieving corporate goals is our mission. Jones Day knows that good corporate governance is not an end in itself, and is not one-size-fits-all. Good governance advice must be tailored to the client's objectives and should be mindful of the many disciplines that come into play. And finally, good governance evolves. The changes that have taken place in the corporate world - from new regulation to enforcement zeal, from activist shareholders to empowered boards, from auditor primacy to management scrutiny - are the most profound to occur in modern corporate history, and the changes keep coming. Current Areas of Focus Members of the Corporate Governance Team assist Jones Day's client base with respect to a wide variety of major corporate legal issues. Our leaders are in boardrooms hundreds of times each year. We advise business organizations and their principals on matters relating to corporate governance, special board committee matters, shareholder relations (including proxy contests and shareholder controversies), fiduciary duties, securities law compliance and disclosure (including compliance with the Sarbanes-Oxley Act of 2002 and the listing standards of the national securities exchanges), strategic planning and corporate restructuring, and executive compensation and benefits. Team members actively practice in mergers and acquisitions, corporate finance and capital formation, and other disciplines, including litigation and enforcement, so that we address governance issues from all strategic angles. Independent decision-making Investigations Conflicting interest transactions Going private transactions Unintended consequences of shareholder activism Majority voting and withhold campaigns Takeover preparedness Executive compensation Say or pay Independent consultants Measured approaches to SOX compliance Board evaluations Enterprise risk management Director and officer protections Indemnification Insurance Board education Succession planning See Special Committees for more information. Contact(s) Lizanne Thomas Atlanta Tel: 1.404.521.3939 E-mail Lyle G. Ganske Cleveland Tel: 1.216.586.3939 E-mail Robert A. Profusek New York Tel: 1.212.326.3939 E-mail Richard H. Koppes San Francisco Tel: 1.415.626.3939 E-mail