Corporate Governance

EM³'s Corporate Governance practice counsels boards of directors, managers, owners, and leadership teams on the governance structures, fiduciary duties, and compliance programs that form the foundation of well-run organizations. The Firm's governance work spans entity types (corporations, LLCs, partnerships, and joint ventures) and ownership structures, with particular experience in closely held companies, family businesses, and PE-backed portfolio companies.

The Firm advises boards and advisory committees on composition, independence, committee structure, board procedures, and director duties. Our attorneys draft board and committee charters, develop conflict-of-interest policies, and counsel directors on fiduciary obligations in the context of related-party transactions, change-of-control situations, and special committee investigations.

The Firm designs governance frameworks for newly formed entities and restructures governance arrangements for established businesses facing ownership transitions, generational succession, or strategic pivots. Our practice covers operating agreements, shareholder agreements, buy-sell arrangements, voting agreements, and family governance protocols that align ownership, management, and economic interests.

The Firm designs and implements compliance programs and internal controls tailored to each client's industry, size, and risk profile. Our compliance practice addresses code of conduct development, whistleblower policies, anti-corruption programs, conflicts-of-interest management, regulatory reporting, and training programs. For PE-backed portfolio companies, the Firm builds compliance infrastructure that meets sponsor governance standards and stays practical and cost-effective.

When governance disputes arise among co-owners or board members, or between management and shareholders, the Firm provides strategic counsel and, where necessary, litigation representation. Our governance dispute capabilities include shareholder derivative actions, breach of fiduciary duty claims, books-and-records demands, contested board elections, and business divorce proceedings.

• Board composition, independence, and committee structure
• Fiduciary duty counseling and conflict-of-interest management
• Operating agreements, bylaws, and governance documents
• Succession planning and ownership transition
• Compliance programs and internal controls
• Shareholder engagement and governance disputes
• Family governance protocols
• PE-backed portfolio company governance