Corporate Governance

Good governance is what keeps a company financeable, sellable, and out of avoidable disputes, and it is far easier to build in than to repair. Binder Law advises founders, companies, boards, and investors on the full range of governance matters: forming the entity with the right structure, drafting and maintaining the organizational documents that govern it — charters, bylaws, operating agreements, and stockholders' agreements — and establishing the board processes, consents, and approvals that sound decision-making requires.

Governance questions tend to surface most sharply during transactions and under stress, and that is where experience matters. We advise on the protective provisions and control terms negotiated in venture financings, including NVCA-style protective provisions, on the governance and fiduciary-duty considerations that run through M&A, and on the heightened governance demands that accompany distress, constrained liquidity, and shareholder activism — situations in which we have helped companies implement proper governance and navigate competing stakeholder interests.

This is governance counsel grounded in transactional and special-situations experience at Kirkland & Ellis LLP and Taft Law, applied with the responsiveness of a practice in which a senior attorney stays close to the matter.