Corporate Governance

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Lindquist & Vennum advises public and private companies, management, boards of directors and board committees on a full range of matters involving corporate governance and fiduciary duties.

For our public company clients, we provide practical and sophisticated counsel on a wide range of complex and evolving laws and regulations regarding corporate governance, including board and committee structure, composition and roles; duties of independent board chair or lead director; executive and director succession planning; enterprise risk and risk management; executive and director compensation; conflicts of interest and related party transactions; and contested takeover contests and takeover defenses. Lindquist regularly counsels public companies on interactions with institutional and activist shareholders and dealing with proxy advisory firms. Lindquist lawyers have also been engaged as the independent special litigation committee of public company boards and have represented special board committees in the conduct of their investigations and reporting. We also keep our public company clients abreast of the current securities regulation and corporate governance issues and trends, including pay-versus-performance, clawbacks, hedging, whistleblowers, proxy access, say-on-pay and majority voting.

Our private company clients include family, founder or executive controlled private companies, as well as those with large and diverse ownership. Lindquist lawyers regularly act as outside general counsel for these private companies and in that role, guide clients through the complex laws, regulations and relationships impacting corporate governance, corporate decision-making and interactions with stakeholders.

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"Decisions In Distress: How Directors and Officers of Minnesota and Delaware Corporations Can Navigate Their Duties In Challenging Times"

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