Corporate & General Business Governance
Wiley Rein’s corporate team serves as seasoned crisis counselors and trusted advisors to corporate clients in high-profile and often ‘bet-the-company’ situations. The team counsels boards of directors, board committees and executive management on regulation, shareholder communication, best practices and other complex and evolving laws surrounding corporations.
We advise individuals, corporate officers, and corporate directors on their statutory and fiduciary obligations associated with ownership and management of a corporate or other limited liability enterprise. Our role includes advising boards of directors and committees of the board on compliance with laws including the Sarbanes-Oxley Act of 2002. We help management organize meetings of the board or shareholders, and we participate in board of director meetings and shareholder meetings, particularly in high-risk situations or in the context of corporate control contests.
Working with our White Collar Defense and Government Contracts groups, we are engaged by companies, executives, and directors to assist in critical and potentially criminal matters, including structuring and conducting internal investigations and developing and instituting remedial ethics and compliance programs, and any related civil and administrative matters, such as False Claims Act cases and the potential suspension or debarment from doing business with the federal government.
General Business & Finance
We assist individual entrepreneurs, closely held businesses, and private equity sources in the formation and capitalization of new and growing businesses. We work with founders and investors in selecting and forming corporations, partnerships, trusts, and limited liability entities, and we structure corporate control arrangements through stock classification, voting agreements, voting trusts, buy-sell agreements, partnership agreements, limited liability company operating agreements, shareholder agreements, and proxies.
We structure the ownership and control of business ventures to achieve desired parameters for control and succession through analysis and drafting of corporate bylaws, classification of shares, shareholder agreements, limited liability company operating agreements, partnership agreements, voting agreements, voting trusts, and proxies.
We act as outside general counsel providing responsive support and advice to small to mid-sized businesses and efficient issue-specific and transactional support to in-house counsel in larger businesses. Engagements range from fast turnaround contract review and advice to longer-term engagement in corporate acquisitions and sales. We provide efficient and responsive support in reviewing and negotiating critical business and technology contracts.
We also represent both employers and executives in negotiating and documenting contractual arrangements governing the relationship of executives with their companies. We advise clients as to fixed and incentive-based compensation, equity-based compensation, executive compensation, severance and dispute resolution procedures, and compensation requirements for tax-exempt organizations, among other things.