Corporate Governance
"The firm quickly assesses and provides guidance on contractual and governance matters at a reasonable expense and at a moment's notice."
- CHAMBERS USA source
Bilzin Sumberg's Corporate Group advises boards of directors, special committees and management teams of publicly-traded and privately-held companies on corporate governance best practices and the rapidly evolving regulations imposed on corporations and other entities by Congress, the Securities and Exchange Commission, stock exchanges and other regulatory agencies and the various States. Additionally, through continuous monitoring of policies and potential changes in policies, as well as seminal opinions, our team helps clients interpret and act upon rules, regulations, and interpretations from the Securities and Exchange Commission, stock exchanges, and other regulatory agencies, as well as rulings by influential courts throughout the United States.
Our Corporate Governance services include, among others:
- Crafting corporate governance compliance programs, standards and codes of business conduct and ethics
- Advising clients on board composition, structure and requirements
- Drafting board and committee charters
- Counseling clients on fiduciary duties and responsibilities of directors and officers
- Representing special committees in connection with corporate governance disputes and related matters
- Advising clients on compliance with disclosure, certification and related requirements under federal securities laws and stock exchange rules
- Forming and operating special committees in connection with securities offerings, mergers and acquisitions and other material transactions
- Assisting clients with unsolicited stockholder proposals and proxy contests
- Assisting clients on responses to regulatory inquiries and investigations
- Guidance on director and officer limitation of liability, indemnification and insurance matters
EXPERIENCE
Representation of a debt fund and property fund in connection with separate private placement fund offerings of limited partnership interests. Upon completion of the offerings, the funds expect to raise a combined amount of up to $4.0 billion.
Have regularly provided counsel and made presentations to Boards of Directors and Board committees over last 15 years about fiduciary duties, data security and corporate governance responsibilities.
Representation of a special purpose acquisition company (SPAC) in a $2 billion reverse takeover transaction that saw the SPAC merge with a private equity-backed producer of firefighting chemicals. Advised client on relatedreorganization matters, corporate governance, and shareholder agreements.
Corporate restructuring of 25-year-old institutional real estate investment and development firm that has managed more than a billion dollars in assets. Assisted with the development of a "shared vision" by company stakeholders who held somewhat disparate views. Creation of a consensus corporate str...
Representation of Maryland real estate investment trust (REIT) based in Florida in the simultaneous closing of (i) $180 million equity investments through a private placement, (ii) $320 million debt financing and (iii) the acquisition of 14 shopping centers with a purchase price of $500 million.
Representation of TradeStation Group, Inc. (Nasdaq: TRAD), an electronic trading platform offering online securities brokerage services, in the definitive agreement to sell all of its outstanding common stock to a subsidiary of Monex Group, Inc. (Tokyo Stock Exchange: 8698) ("Monex"), in a deal val...
INSIGHTS
On March 21, 2025, FinCEN issued an Interim Rule that significantly narrows the scope of the Corporate Transparency Act. Under the new rule, domestic entities and U.S. persons are no longer required to file beneficial ownership reports, and enforcement against them has been suspended. Only certain f...
Corporate directors and officers always have a tremendous amount on which to focus, including the critical corporate governance responsibilities that their positions carry with them. 2025 brings some newer challenges to supplement those perennial concerns.
On March 2, 2025, the Treasury Department announced that it will not enforce penalties for BOI reporting violations under the Corporate Transparency Act—both before and after upcoming rule changes take effect. While this reduces regulatory pressure on U.S. businesses, non-U.S. companies may st...
Bilzin Sumberg is pleased to announce that Erin L. Stafford has been named a Leadership Council on Legal Diversity (LCLD) Fellow for 2025.
Following a federal court ruling, the Corporate Transparency Act has been reinstated and FinCEN has announced it has extended the deadline for most reporting companies to file the beneficial ownership information (BOI) report until March 21, 2025. For reporting companies that have not yet filed a BO...
The U.S. Supreme Court has granted the U.S. government’s motion to stay a nationwide injunction prohibiting enforcement of the Corporate Transparency Act (“CTA”). Because a separate nationwide injunction order issued by a different U.S. federal court is still in place, the Financia...
RELATED PEOPLE
Practice Group Leader, Corporate & Finance
Partner
Partner
Of Counsel
Associate
Associate
Related Practices