Corporate Governance
Today, clients are faced with unprecedented challenges as new laws and regulations are changing the way business entities, including corporations, limited liability companies and partnerships (general, limited and LLP), are selected, formed and governed. Jackson Walker has one of the preeminent corporate governance practices in the country, drawing upon the experience of our corporate, securities, governance, litigation, and compensation specialists to provide our clients with the information and analysis needed to respond to a rapidly changing regulatory environment.
Our attorneys are experienced in all aspects of governance counseling including board and board committee composition, process and independence. We are on the cutting edge in responding to new judicial decisions and regulatory actions that impact the needs of our clients.
Entity Formation
We regularly advise clients with respect to the formation of entities. Our services with respect to entity formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, business trusts and partnerships, including general partnerships, limited partnerships and registered limited liability partnerships. We provide targeted advice with respect to both the choice of entity and the state laws under which the entity is to be organized. We also provide guidance as to governance structures and governing documents for those entities.
Fiduciary Duties
We routinely advise boards of directors, audit and compensation committees, special committees, and controlling shareholders on a variety of matters related to the fiduciary duties of governing persons in Delaware, Texas, and beyond. Our attorneys frequently appear on corporate panels with prominent academics and members of the Delaware Chancery Court and Supreme Court, and are often called upon to serve as expert witnesses in fiduciary duty litigation.
Regulatory Issues
We also advise our public company clients on a full range of securities law and related matters, including disclosure and regulatory obligations under federal and state securities laws, and the rules of the national securities exchanges and associations. Our experience in this area includes the requirements of the Sarbanes-Oxley Act and Dodd-Frank Act, as well as other corporate governance rules. Our clients range from small private companies with no internal legal staff to large public companies with their own internal compliance teams, and our services include:
- Advising boards and their special and independent committees on mergers and other business combinations, affiliated-party transactions, securities offerings, and corporate governance matters.
- Counseling concerning sales of securities by insiders and affiliates, including Rule 10b5-1 programs, Rule 144 compliance, and insider trading guidelines and restrictions.
- Employee benefits advice with respect to all types of equity compensation and other benefit programs such as stock option plans, SARs, restricted stock arrangements, cash bonus plans, and employee stock purchase plans.
- Section 16 compliance advice.
- Representing companies in special investigations involving matters such as accounting or disclosure issues, SEC enforcement actions, and the defense of whistleblower claims.
- Advising corporate boards and officers regarding risk assurance with respect to cybersecurity cybersecurity, ESG issues, data handling policies and document retention policies.
JW Recognized for Dallas Woodall Rodgers Park Ground-Making
September 21, 2009
October 11, 2024
Speaking Engagements
Byron Egan to Discuss the Texas Business Courts at Director-Executive Summit
Jackson Walker Dallas partner Byron F. Egan will be a featured panelist at the inaugural Director-Executive Summit hosted by The University of Texas School of Law and McCombs School of Business on November 14-15, 2024.
August 22, 2024
Attorney News
Patrick H. Rose, IV Joins Jackson Walker’s Corporate & Securities Practice
Jackson Walker is pleased to announce that Patrick H. Rose, IV has joined as a partner in the Corporate & Securities practice group in the Dallas office.
July 11, 2024
Insights
Texas Supreme Court Reaffirms Personal Liability for Corporate Officers and Directors in Fraud Cases
By Chris Bankler
On June 28, 2024, the Supreme Court of Texas issued a ruling clarifying the personal liability of individuals acting in a corporate capacity. The case, Keyes v. Weller, addressed whether individuals can be held personally liable for fraudulent acts committed as corporate agents, even when those individuals own an interest in the company.
June 4, 2024
Attorney News
Byron Egan and Larry Glasgow Ranked in Who’s Who Legal M&A and Governance Report
Byron Egan and Larry Glasgow were selected for inclusion in the Who’s Who Legal‘s M&A and Governance 2024 report on the leading practitioners in the global corporate legal market who manage a spectrum of transactions. Notably, fewer than 50% of practitioners are listed as “Recommended” in this report.
November 2, 2023
Spotlight
Jackson Walker Earns 25 National and 134 Metro Rankings in 2024 Edition of “Best Law Firms”
Jackson Walker proudly announces the firm’s inclusion in the 2024 edition of Best Law Firms® by Best Lawyers. This year, Jackson Walker observed notable improvements in the national rankings, including the rise of Appellate Practice to Tier 1, Banking and Finance Law and Litigation – Labor and Employment to Tier 2, and the addition of Energy Law and Environmental Law in Tier 3.
April 13, 2023
Speaking Engagements
Byron Egan Joins “Jurisdictions Other than Delaware” Panel at UCLA School of Law Conference
Byron F. Egan will serve as panelist at the conference on the American Law Institute’s Restatement on Corporate Governance sponsored by Lowell Milken Institute for Business Law and Policy and the University of California, Los Angeles (UCLA) School of Law on Friday, April 21, 2023.
November 3, 2022
Spotlight
Jackson Walker Earns 24 National and 121 Regional “Best Law Firms” Rankings in 2023 Edition
Jackson Walker proudly announces the Firm’s inclusion in the 2023 edition of the U.S. News & World Report and Best Lawyers “Best Law Firms” list. This year, our firm improved in the national rankings, with the rise of Appellate Practice and Corporate Law to Tier 2.
January 26, 2022
Mentions
DFW Lawyers Fear Proposed SEC Regulations Could Trigger Noncompliance | Dallas Business Journal (Subscription Required)
On January 26, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments for its Form PF that would increase reporting requirements for hedge funds and private equity funds. In an interview with Dallas Business Journal, Michael Laussade shared insights on how the proposed amendments could make an already-challenging document more difficult for private investment funds.
October 20, 2021
Webinars
“Covering All Aspects of ESG”
In this webinar, Jackson Walker attorneys provide an overview of how companies of all sizes can develop and follow Environmental, Social, & Governance practices to create great value for their organizations.
