Governance

Heightened public scrutiny and shareholder activism, new disclosure and legal requirements, and increased litigation risk have pushed companies to pay closer attention to their governance practices.

With our broad base of industry experience across legal disciplines, we offer governance solutions that align with the latest regulatory requirements and your strategic business goals.

Dykema’s 21st Annual M&A Outlook Survey

We canvassed CEOs, CFOs, and other professionals involved in M&A activities with their respective firms to gauge their insights and perspectives on the M&A market in the coming 12 months.

The results provide a snapshot of the M&A market and the economy this year and how they compare from previous years.

We counsel boards of directors of public, private, and nonprofit entities to help them fulfill their fiduciary duties and responsibilities to stakeholders in a wide variety of circumstances, including:

evaluation of management and third-party buyout proposals
succession planning
documentation of codes of conduct, governance-related policies, and committee charters
board self-evaluation processes
risk management oversight and corporate compliance oversight
responding to an unsolicited offer to acquire the company

Our lawyers also bring deep experience and resources to bear on the issues that confront board committees, such as audit, compensation, and special committees. Our knowledge of state and federal laws, coupled with our experience in corporate governance and compliance across a wide range of industries, helps us provide valuable guidance to board committee members in a number of critical areas. These may include:

reviewing and documentation of executive compensation and termination arrangements
evaluation of conflicts of interest and director independence issues
conducting internal investigations and internal reviews of alleged wrongdoing
structuring a process to ensure fairness of a related party transaction and to minimize associated litigation risk
discharging fiduciary duties in the context of a review of strategic alternatives to the company’s long term strategic plan
discharging fiduciary duties, evaluation, and negotiation of the terms of a transaction and interfacing with financial and other committee advisors in the context of a sale of the company
evaluating and responding to a shareholder derivative litigation demand

Contact

Jeffrey C. Gifford
Member

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Practices

Corporate and Finance Employee Benefits and Executive Compensation Mergers and Acquisitions Securities Tax

Latest News and Insights

Legal Alerts10.27.25

New York Moves to Clarify LLC Transparency Act Ahead of 2026 Implementation

New York has taken steps to clarify its Limited Liability Company Transparency Act before it takes…

Learn more

One Minute Matters Video Series9.8.25

One Minute Matters [Video]: Can Your Balance Sheet Hold Crypto Next to Cash? (with Pete Waltz)

💵📈 What happens when companies treat crypto like cash on the balance sheet? Holding Bitcoin or…

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Legal Alerts7.7.25

In an Uncertain M&A Market, Dykema Deal Volume Remains Steady

Amid an unpredictable M&A landscape, Dykema maintains steady deal activity for its clients. For the…

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Helped board of a Nasdaq Global Select-traded public company in auction that yielded all-time high stock price.
With Dykema’s advice regarding the process, the auction generated interest from several bidders, yielded a per share price that exceeded the highest price at which the company’s stock had ever traded prior to announcement of the deal and resulted in no shareholder litigation against the board for breach of fiduciary duty.
Negotiated to Secure Minority Shareholder Protections
Counseled the outside directors of a large public company regarding articles and bylaws changes proposed by a controlling shareholder that would have disproportionately benefitted the controlling shareholder to the detriment of the minority shareholders. Based on Dykema’s counsel, the outside directors were able to negotiate a mutually acceptable compromise that preserved many of the minority shareholder protections then in place.
Counseled Shareholders on Strategy to Sell Company for Significant Profit
Counseled the outside directors of a midsized public company in connection with an evaluation of the company’s strategic alternatives in response to a demand by a significant shareholder and dissident director to sell the company. After an extended evaluation period and discussions with a potential suitor, the board ultimately determined not to sell the company at that time. Shareholders reaped a significant benefit as the company was sold several years later at a much higher price.
Devising and Executing Acquisition Strategy for Public Companies
Advised the outside directors of various public companies in response to unsolicited offers to acquire these companies, helping them devise and execute a strategy for responding to the offer in light of each company’s circumstances and the posture of the board. In each instance, the outside directors evaluated the offer in light of the company’s value if it remained independent and pursued its long-term strategic plan and, in some cases, also conducted a more in-depth review of other strategic alternatives available to the company where such information was needed to fully evaluate the offer before responding. When the directors determined to pursue the offer, Dykema’s team assisted in negotiating the terms of a transaction document that included protections such as a “go-shop” provision to help meet the directors' fiduciary duties.
Loss Recovery for National Charity
Advised a special committee of the board of a local branch of a national charity and conducted an internal investigation of significant employee misconduct against the charity. As a result of Dykema’s efforts, the charity was able to recover a substantial portion of its loss and avoid publicity that would have likely damaged its reputation and shaken donor confidence.
Corporate Governance Restructuring for Large Charity
Advised a large charity seeking to restructure its corporate governance to put safeguards in place similar to those required by the Sarbanes Oxley Act of 2002. Actions such as establishment of an audit committee, selection of an independent auditor through an RFP process, and a process for creation of special board committees to respond to special inquiries helped put the charity’s board in position to oversee the charity’s operations and finances more effectively.

Contact

Jeffrey C. Gifford
Member

View All Professionals

Practices

Corporate and Finance Employee Benefits and Executive Compensation Mergers and Acquisitions Securities Tax

10.27.25

New York Moves to Clarify LLC Transparency Act Ahead of 2026 Implementation

Legal Alerts

New York has taken steps to clarify its Limited Liability Company Transparency Act before it takes effect on January 1, 2026—but not all questions are settled. Recent amendments aim to align the…
09.08.25

One Minute Matters [Video]: Can Your Balance Sheet Hold Crypto Next to Cash? (with Pete Waltz)

One Minute Matters Video Series

💵📈 What happens when companies treat crypto like cash on the balance sheet? Holding Bitcoin or other digital assets alongside traditional reserves can open new opportunities—but also new legal,…
07.07.25

In an Uncertain M&A Market, Dykema Deal Volume Remains Steady

Legal Alerts

Amid an unpredictable M&A landscape, Dykema maintains steady deal activity for its clients. For the quarter, we closed 20 deals—consistent with prior periods—though overall deal size trended smaller…
05.21.25

One Minute Matters [Video]: Is Texas Making It Harder to Sue Corporate Boards? (with Jeff Gifford)

One Minute Matters Video Series

Did Texas just make it harder to sue corporate boards? Senate Bill 29 gives Texas-based entities powerful new tools: stricter thresholds for shareholder lawsuits, codified protections for board…
05.16.25

Corporate Law Overhaul: Texas Makes Significant Moves to Become Even More Business-Friendly

Legal Alerts

Texas has enacted sweeping legislation that significantly strengthens legal protections for public companies and business leaders. Senate Bill 29 limits certain shareholder lawsuits, codifies the…
05.05.25

Dykema Crosses Borders and Practices to Secure $30M+ Acquisition for Managed Network Systems, Inc.

Press Releases

Dykema proudly congratulates Zhone Technologies, Inc., on its successful acquisition of key assets from DZS Inc. through a Chapter 7 bankruptcy proceeding in the U.S. Bankruptcy Court for the Eastern…

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Contact

Jeffrey C. Gifford
Member

View All Professionals

Practices

Corporate and Finance Employee Benefits and Executive Compensation Mergers and Acquisitions Securities Tax

Governance

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Latest News and Insights

Contact

Related

Practices

New York Moves to Clarify LLC Transparency Act Ahead of 2026 Implementation

Legal Alerts

One Minute Matters [Video]: Can Your Balance Sheet Hold Crypto Next to Cash? (with Pete Waltz)

One Minute Matters Video Series

In an Uncertain M&A Market, Dykema Deal Volume Remains Steady

Legal Alerts

One Minute Matters [Video]: Is Texas Making It Harder to Sue Corporate Boards? (with Jeff Gifford)

One Minute Matters Video Series

Corporate Law Overhaul: Texas Makes Significant Moves to Become Even More Business-Friendly

Legal Alerts

Dykema Crosses Borders and Practices to Secure $30M+ Acquisition for Managed Network Systems, Inc.

Press Releases

Contact

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