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Public Company Governance

Providing practical and industry-relevant advice regarding corporate governance matters to directors and officers of public and private companies is a cornerstone of Ice Miller's corporate practice.

We regularly advise boards of directors, board committees and individual officers and directors regarding a broad range of governance issues primarily related to: 
  • Appropriate discharge of their fiduciary duties
  • Availability and scope of indemnification for their actions
  • Independence of directors under applicable regulations of the SEC and the national securities exchanges
  • Consideration and approval of conflict of interest transactions
  • Drafting committee charters and ethics, whistleblower and insider trading policies
  • Preparing board and committee meeting materials
  • Counseling committee chairs regarding committees' roles and responsibilities
  • Communications with activist shareholders
We also regularly advise public company boards in the formation and operation of special committees in the context of hostile takeover bids, related party acquisitions and dispositions, going private transactions and other conflict of interest situations.  We have extensive experience conforming governance structures and policies to applicable laws and stock exchange listing requirements as well as best practices.  We customize our advice for each individual client in light of its historical practices and structures and the unique aspects of its business.  


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