Assisted a national trade association in drafting pre-emption language for an amendment to a federal energy efficiency provision
Corporate Law
Leaders
Corporate Governance
Clark Hill’s full-service approach provides corporate governance counsel to protect and defend our clients’ interests. We help companies, family businesses, emerging enterprises, and nonprofits navigate their legal and fiduciary obligations. Our subject matter experts ensure corporate officers understand and comply with governance regulations and standards so that they ultimately achieve their business goals.
Our proactive approach to corporate controls, compliance, and planning helps us to foresee and guard clients against legal issues that would adversely affect their business operations or value. Good governance is always important but can become critical while navigating business milestones like capital funding, stock offers, mergers, and leadership changes. We have experience advising boards and management on measures they can implement to protect their company’s best interest in these and other circumstances. Additionally, we regularly provide counsel on matters in which management or other directors may have conflicting interests.
Our full-service team can provide proactive advice and documentation on the following:
- Board committee charters
- Codes of ethics
- Conflicts of interest
- Cybersecurity compliance and protection
- Disclosure controls, policies, and procedures
- Director independence
- Director nominations and elections
- Employment regulations
- Executive compensation
- Fiduciary duties
- Shareholder rights and communications
- Political activity and contribution compliance
When the unpredictable does happen, we have the expertise and experience to guide companies through the investigation and defense of serious allegations. These include but are not limited to the following:
- Accounting irregularities
- Government agency inquiries and actions
- Public corruption
- Securities fraud
- Tax fraud
- Whistleblowers
We will investigate and respond to allegations of wrongdoing on behalf of our clients. Our experience includes:
- Internal investigations
- Grand jury investigations
- Avoidance of indictments
- Enforcement proceedings
- Trial management and litigation
Confidentiality throughout this process is paramount. We are sensitive to our clients' needs during information-gathering. Ethical behavior is integral to our DNA. We will uphold our professional responsibilities and initiate reporting structures that preserve attorney-client privilege and client confidentiality.
When a resolution is not possible, we are fully prepared to defend our clients in court. Our attorneys have the experience and judgment to zealously defend and represent our clients should litigation result.
Experience
Represented Conrail Corporation in PCB remediation Superfund action at the Paoli rail yard
Advised an investor concerning potential liability from owning and operating a waste transport company
Provided advice to tire manufacturers regarding TREAD Act compliance issues
Represent an automobile parts supplier trade association concerning its potential environmental liability from emissions and releases during the normal use of the product
Advised tire manufacturers and the industry trade association in connection with tire recalls and customer satisfaction programs, labeling and disclosure, applicability of NHTSA regulations if products not in compliance with NHTSA regulations are returned to the country of origin, methods of methods of protecting the confidential information
While at EPA, brought an enforcement action against railroad due to the contamination at its rail yard
Evaluated reporting obligations and potential recall obligations for numerous companies, including tire manufacturers
Representation of an international private equity firm and its portfolio company in the sale of MicroStar Logistics, Inc., one of the United States’ largest beer keg and container leasing and logistics companies, and Global Asset Management, Inc.
Representation of a grain and ingredient manufacturer in the sale of assets to a strategic buyer.
Representation of an exercise equipment and product distributor in the acquisition of a fitness equipment company.
Representation of an automotive parts supplier in its acquisition of an after-market motorcycle parts manufacturing and supply company.
Representation of an international financial institution in the acquisition of another financial institution’s derivatives and institutional trading practice.
Representation of a public company’s financial subsidiary in the capital investment of a manufacturing company.
Representation of the group of partners in a risk consulting practice that was being sold by an international public accounting firm.
Representation of a public company in the sale of its bicycle manufacturing subsidiary.
Representation of a railroad logistics company in the acquisition of an intermodal logistics company.
Representation of an international technology company in the acquisition of a defense industry software development company
Represent the seller of a private hydro power production company in the sale of the company to a private equity firm.
Representation of a railroad logistics company in the acquisition of a trucking logistics company.
Representation of a dental device manufacturer in the acquisition of dental related assets from a patent development company.
Representation of a public company’s financial subsidiary in the capital investment in an educational materials company.
Representation of a public oil and energy exploration company in its strategic acquisition/merger of another public oil and energy exploration company.
Representation of a company in the multi-billion dollar take private of an international natural resources, paper and manufacturing company.
Sale of a landfill products and equipment supply company to a private equity firm.
Representation of a public energy company and a number of its subsidiaries in the sale of several international energy subsidiaries to a private equity firm.
Representation of the subsidiary of a public airline in the take private/merger, through a tender offer, of a public internet-based technology company.
Representation of a public company's financial subsidiary in the capital investment of a baked goods supply, processing and distribution company.
Representation of a pre-packaged food processing company in its sale to a private equity firm.
Representation of an international food processing company in the sale of its U.S. potato processing subsidiary.
Representation of a private equity firm in the proposed acquisition of a national insurance casualty company.
Representation of a private equity firm in the capital investment in a medical care provider company.
Representation of a private equity firm in the acquisition of an entertainment production company.
Representation of a private equity firm and its portfolio company in the sale of the portfolio company’s software subsidiary to a software and technology company.
Representation of a private equity firm in the acquisition of a national insurance agency company.
Representation of a private equity firm in the capital investment in a glass manufacturing company.
Representation of a private equity firm in the capital investment in a hospital/medical facilities company.
Representation of a private equity firm in the proposed acquisition of a national insurance surety company.
Representation of a private equity firm and its portfolio company in the sale of a number of the portfolio company's subsidiaries in the container and logistics industries to an international private equity firm.
Representation of a private equity firm in the acquisition of a national insurance claims company.
Represented a private equity firm in the sale of an ancillary vehicle protection products and services company to a private equity firm.
Sale of the largest online tie and clothing accessories company to a private equity firm.
Representation of a private equity firm in the multi-billion dollar acquisition of an automobile component business.
Representation of a private equity firm in the acquisition of the assets of an armored car company out of bankruptcy.
Represented a private equity fund in the sale of a leading provider of vehicle service contracts.
Representation of a public medical device manufacturing company in its proposed multibillion dollar merger of another public medical device and instrument manufacturing company.
Represented Official Committee of Unsecured Creditors in In re Giordano’s Enterprises, Inc. (Bankr. N.D. Ill.).
Representation of a public company and its subsidiaries in the proposed sale of several non-U.S. based utility subsidiaries and divisions.
Represented chapter 7 trustee of Knight-Celotex, LLC, an $80 million building supply manufacturer, in its liquidation proceedings before the U.S. Bankruptcy Court for the Northern District of Illinois.
Representation of an international company in the proposed acquisition of the assets of a U.S. based plastics and synthetics resin manufacturer out of bankruptcy.
Representation of a private equity firm in the proposed capital investment in an insurance brokerage company.
Representation of a private equity firm in the proposed capital investment in a regional insurance agency company.
Representation of an international logistics, processing and data processing holding company in its proposed sale to strategic and private equity buyers.
Representation of a home goods retailer in the proposed acquisition of a furniture and entertainment goods retailer.
Representation of a private equity firm in the proposed acquisition of a movie theater company.
Advise private equity firm on the board, management and officer structure of thirty-nine portfolio companies under its management.
Represent start-up and growing companies with private placement offerings.
Represent a solar energy technology company in multiple rounds of equity offerings.
Representation of an international bank, private equity firm and hedge fund in the restructuring and acquisition of a manufacturing holding company and its subsidiaries.
Advise equity holders of an international container and logistics company on the restructuring of its board of directors and business expansion initiatives.
Represent managers in the preparation of documentation for EB-5 private placement offerings.
