Corporate Governance

Boards of directors are faced with increased scrutiny in carrying out their duties to a corporation. In addition to the core responsibilities of setting and guiding management on the execution of the corporation’s strategic initiatives and protecting shareholders’ interests, boards are also faced with adhering to increased regulatory requirements and reporting obligations. This continued management of responsibility and risk can make serving on public company boards increasingly challenging. We routinely advise boards of directors with respect to the standard conduct of business, the identification and mitigation of risk and the avoidance and defense of securities and shareholder litigation.

Ongoing Board Advice

Our Corporate Governance Practice Group is led by Jim Cheek, regarded as one of the top governance and securities lawyers in the country, and attorneys who served as staff members of the U.S. Securities and Exchange Commission (SEC). Notable recent engagements include serving as the Regulatory Auditor for the New York Stock Exchange (NYSE) and as disclosure counsel to the Audit Committee of the Board of Directors of Bank of America.

We routinely advise public companies and their boards of directors, board committees and management on a variety of key issues, including:

  • Board committee composition and process
  • Board independence
  • Executive compensation
  • Fiduciary duty issues
  • Dodd-Frank and related rules adopted by the SEC, NYSE and NASDAQ
  • Legal compliance policies
  • Codes of ethics
  • Risk management
  • Special investigations and committees, including investigations of accounting irregularities
Securities & Shareholder Litigation

Attorneys from our corporate and litigation practice groups work together as a team to counsel boards at critical times in the life of the corporation, such as mergers, acquisitions and actions by activist shareholders. We regularly advise boards in circumstances where they receive unsolicited offers for mergers and the specific processes of avoiding potential shareholder litigation. Specifically, we counsel boards to avoid, mitigate and defend liability in:

  • Corporate mergers
  • Acquisitions
  • Tender offers
  • Hostile takeovers
  • Proxy fights
  • Shareholders’ actions
Scott W. Bell
Member
Laura R. Brothers
Member
James H. Cheek, III
Member
Shayne R. Clinton
Member
Joseph B. Crace, Jr.
Member
J. Page Davidson
Member
Wallace W. Dietz
Member
Kevin H. Douglas
Member
Kristin C. Dunavant
Senior Corporate Attorney
D. Lee Flaherty
Associate
Harry L. Goldsmith
Senior Advisor
B. Riney Green
Member
Andrew Hard
Associate
S. Ryan Hoffman
Associate
D. Scott Holley
Member
J. James Jenkins, Jr.
Member
Jay H. Knight
Member
Eric J. Knox
Member
Michael R. Kuffner
Member
Howard H. Lamar III
Member
Britt K. Latham
Member
Mark Manner
Member
Richard F. Mattern
Member
R. Davis Mello
Associate
Lori B. Morgan
Member
Jennifer H. Noonan
Member
Andrea N. Orr
Member
J. Allen Overby
Member
Janice Parmar
Associate
Tatjana Paterno
Member
Frank M. Pellegrino
Member
W. Brantley Phillips, Jr.
Member
Cynthia Y. Reisz
Member
Glenn B. Rose
Member
Sehrish Siddiqui
Member
Brian L. Sims
Associate
Jonathan D. Stanley
Member
Greg Stevens
Senior Counsel
Oscar L. Thomas
Counsel
Ryan D. Thomas
Member
Bob F. Thompson
Member (retired)
Overton Thompson III
Member
Ashley N. Thurman
Associate
F. Mitchell Walker, Jr.
Member
Kathryn Hannen Walker
Member
Leigh Walton
Member
Price W. Wilson
Member
Taylor K. Wirth
Associate

Publications

Past Events

Media Mentions & Firm News