Corporate Counseling & Governance

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Reliable judgment and a roadmap to a successful conclusion through highly sensitive, complex, and global matters.

Corporate governance that is both comprehensive and proactive is essential in today’s volatile and highly regulated global marketplace. Companies need guidance on how to follow best practices and discharge their fiduciary duties, while insulating themselves from liability and complying with the rules that govern them.


In this context, clients look to our Corporate Counseling & Governance team to provide strategic advice and practical judgment. We counsel clients on routine challenges and are prepared to immediately respond to crisis situations. We’re invested in our client relationships and take pride in understanding and proactively balancing the business, risk, and compliance issues that preserve the interests of their business and stakeholders. When sensitive issues arise, our lawyers serve as trusted counselors who offer reliable judgment and a roadmap to a speedy and successful conclusion.

Our clients are counseling boards and board committees, independent directors, C-level executives, and internal legal and compliance departments. A number of our attorneys serve on boards of private companies, investment companies, and not-for-profits, enabling them to gain unique insights regarding sensitive board issues and best practices. Seyfarth lawyers across the globe bring deep experience on matters related to:

  • Boards of directors
  • Standing and special board committees
  • Corporate governance documents, policies, and procedures
  • Stock exchange compliance
  • Board and management issues
  • Shareholder relations
  • Responses to corporate control efforts
  • Corporate governance guidelines of proxy advisory firms such as ISS and Glass Lewis


We bring extensive experience assisting private companies with corporate governance matters including entity formations, mergers, conversions, dissolutions, and foreign qualifications. We routinely attend board meetings and draft and review corporate minutes and resolutions, act as transfer agents for private company stock transfers, amend charter documents and prepare shareholder and member notifications, structure and document internal corporate reorganizations, and implement corporate housekeeping projects. In Hong Kong, through SS Corporate Services Limited, Seyfarth offers company secretarial services to assist clients to manage and alleviate the risks of corporate non-compliance.