Counseling company leadership and significant investors to achieve commercial goals and long-term success

Dechert’s corporate governance and special committee (“CGSC”) advisory practice assists boards of directors, officers and significant investors in reaching their long-term business goals. The CGSC team operates across Dechert’s powerhouse private equity and strategic transactions practices, and leverages as needed the firm’s financial services, executive compensation, tax and litigation practices, to navigate the complex challenges for the firm’s clients.

Drawing on decades of aggregate experience, the CGSC team helps clients navigate both the continuously evolving rules for managing conflicted transactions, activist campaigns and proxy contests, and the complex and delicate interrelationships among various company stakeholders. The team has built an extraordinarily diverse clientele, including public and private companies, boards of directors and special committees, private equity firms, hedge funds, significant investors, nonprofits and alternative entities.  The result: our clients benefit from our lawyers’ insight and understanding of every constituent’s role, position and interests.

Dechert’s CGSC team frequently writes on governance matters, with their thought leadership appearing in the Harvard Law School Forum on Corporate Governance, The Legal 500, Law360 and other publications.  CGSC team members have appeared at leading governance conferences, including the Harvard Law School Corporate Governance Roundtable and the Berkeley Fall Forum on Corporate Governance, and regularly interview with CNBC, the Financial Times, the Wall Street Journal, Delaware Business Court Insider, and Law 360, among other publications.

  • In addition to representing public and private companies and funds, the firm has a robust practice representing institutional investors and other stakeholders in these companies and funds. This experience gives us insight into issues from all perspectives and enables us to guide our clients in achieving their commercial goals.

    We also help companies contend with today’s dynamic shareholder activism. We assist clients with developing, communicating and executing their vision and strategy. We counsel on ways to defend against and negotiate with activists and other dissidents, including ways to de-escalate and resolve threatened or actual proxy battles and hostile takeover attempts.

    The team collaborates on a full range of critical governance issues, including:

    • advising boards of directors, committees, officers and significant investors of their rights and fiduciary duties
    • identifying and managing conflicts;
    • transaction planning and structuring;
    • recapitalizations, redomestications, reincorporations and conversions;
    • evaluate and respond to the rapidly evolving competition between states for the preferred forum for entity formation (e.g., Delaware vs. Texas vs. Nevada);
    • drafting organizational documents and governance policies;
    • shareholder engagement;
    • crisis events, including shareholder activist campaigns, proxy contests, anti-takeover defenses and distressed situations;
    • succession planning and leadership structure;
    • executive and director compensation; and
    • drafting bespoke governance agreements (e.g., limited liability companies and limited partnerships).

  • Legal rules governing actual or potentially conflicted transaction are nuanced and continuously evolve. The CGSC team regularly advises boards of directors and significant investors on the need for, and the creation of, special committees, and often represents these committees in various transactions. Our lawyers assist special committees to evaluate and negotiate proposed transactions, advise on fiduciary duties and document the committee’s process to ensure it is given proper recognition by the courts. 

    Dechert attorneys assist special committees on a variety of matters, including "going-private" transactions by controlling shareholders, stock issuances to significant stockholders, recapitalizations, reincorporations or redomestications, exploring strategic alternatives involving insider proposals, including tax receivable agreements (TRAs) or equity rollovers, and commercial transactions with directors, officers, and controlling stockholders.