Corporate Governance Consultation

  • Shareholder engagement with governance professionals
  • Governance assessments and benchmarking
  • Board and board committee structure and function
  • Ownership profile analyses
  • Voting projections and pro forma voting assessments
  • Documentation reviews
  • Proxy disclosure critiques
  • Board presentations

Public companies face ongoing challenges from rising opposition to specific director nominees, more compelling shareholder referendums, greater scrutiny of compensation disclosure, and reduced support of board recommendations on a wide range of proposals. With a year-round consulting arrangement, our Corporate Governance Group is well-positioned to keep management and the board of directors apprised of important developments that occur throughout the year and prepare our clients to effectively address sensitive issues that may arise at future shareholder events. As part of our year-round consulting services, we would provide the following:

  • Shareholder engagement with governance professionals
  • Periodic assessments of the shareholder profile from a voting perspective.
  • Insight and updates on governance-related matters on an ongoing basis, including our assessment of best practices and emerging trends.
  • Analysis of the likely voting outcomes on board or shareholder proposals.
  • Recommendations that would enhance management presentations to shareholders, including advice on the most effective approach to engaging specific investors.
  • Important background information on the company‚Äôs major institutional investors, including the degree to which each firm relies on ISS and Glass, Lewis. As a result, management would be made aware of what issues are critical to specific firms in advance of any direct communication.
  • Tracking of votes from institutional investors.
  • Consultation on any related matters, including presentations to the governance committee of the board (or to the full board) on any critical issues.

Shareholder and Board Proposal Vote Projections

The final vote on any proposal at your shareholder meeting should never come as a surprise. Our ability to identify your current institutional ownership, combined with our knowledge of institutional voting guidelines, the influence of proxy advisory firms, and historical voting patterns, allow us to accurately predict the outcome on a variety of compensation and governance issues. Our experienced team utilizes our comprehensive and proprietary database on incentive compensation and governance matters, which includes information about the practices of major institutional investors as well as proxy advisory firms. Our Corporate Governance Advisory Team prepares in-depth assessments that provide reliable indications of prospective votes on a variety of issues including:

  • Compensation Plans
  • Share Authorizations and Issuance
  • Elections of Directors
  • Shareholder Proposals

For further inquiries, please contact our Business Development Department