Corporate Governance
Strong governance protects directors, officers, and shareholders while enabling decisive business leadership. Our governance practice advises boards, executive teams, and ownership groups on fiduciary duties, compliance programs, and organizational structures that satisfy Illinois regulatory requirements and institutional investor expectations.
Corporate Governance in Chicago
Effective corporate governance is the foundation of sustainable business success and regulatory confidence. Under the Illinois Business Corporation Act of 1983 and evolving federal standards, directors and officers face expanding obligations related to fiduciary duties, disclosure, risk oversight, and stakeholder accountability. Our governance practice advises boards of directors, executive leadership, audit and compensation committees, and shareholders on the full spectrum of governance matters — from drafting board resolutions and committee charters to navigating complex shareholder disputes, related-party transactions, and internal investigations.
We serve companies at every stage of the corporate lifecycle across the Chicago metropolitan area — from emerging growth companies establishing their first independent board to established enterprises refining governance in response to new SEC rules, proxy advisory firm guidelines, or institutional investor demands. Our attorneys bring practical experience from both the boardroom and the courtroom, enabling us to design governance structures that not only comply with Illinois corporate law and best practice standards but also withstand challenge in the event of litigation or regulatory inquiry. We regularly counsel on the intersection of governance and transactions, ensuring that boards fulfill their Revlon and Caremark duties during M&A activity and strategic shifts.
What We Handle
Board of Directors Advisory
Ongoing counsel to boards on fiduciary duties, meeting procedures, conflict-of-interest protocols, and decision-making processes under Illinois law.
Corporate Bylaws & Governance Policies
Drafting and updating bylaws, governance guidelines, codes of ethics, and whistleblower policies aligned with statutory requirements and best practices.
Fiduciary Duty Counseling
Advising directors and officers on duties of care, loyalty, and good faith, including safe-harbor procedures for interested-party transactions.
Shareholder Agreements & Dispute Resolution
Preparing shareholder agreements with voting provisions, transfer restrictions, and buy-sell mechanisms designed to prevent and resolve ownership disputes.
Corporate Compliance Programs
Designing and implementing compliance programs that satisfy Department of Justice guidelines and reduce corporate and individual liability exposure.
Committee Charter Development
Establishing audit, compensation, nominating, and special committee charters with clearly defined authority, responsibilities, and reporting protocols.
Executive Compensation Review
Reviewing and structuring executive compensation arrangements including equity incentive plans, severance agreements, and golden parachute provisions for tax and governance compliance.
Our Approach
Governance Audit
We review your current governance structure, bylaws, board composition, policies, and meeting practices to identify gaps, risks, and areas for improvement.
Framework Design
We develop tailored governance frameworks including updated bylaws, committee charters, compliance policies, and board evaluation procedures aligned with Illinois law and industry best practices.
Implementation & Training
We guide your board and management team through adopting new governance procedures, providing director training on fiduciary obligations and compliance expectations.
Ongoing Advisory
We provide continuing counsel on board actions, annual meeting preparation, regulatory developments, and governance matters that arise between scheduled reviews.
Free Tool
Compliance Checker
Assess your regulatory compliance posture with our free checklist.
Frequently Asked Questions
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