Board Advisory & Corporate Governance

Pillsbury advises boards of directors, board committees, individual directors and equity and debt holders of public, private and nonprofit organizations on the full spectrum of fiduciary, regulatory and “best practice” corporate governance matters. This corporate governance practice is international in scope and multidisciplinary, cutting across different offices and practice specialties. We routinely counsel public reporting clients on Sarbanes-Oxley, stock exchange and similar compliance, and related 1934 Act disclosure issues.

We counsel boards, committees and individual directors on their fiduciary duties and assist them in establishing appropriate processes to fulfill those duties, including with respect to related party transactions. We also have an active practice in conducting internal corporate investigations of alleged misconduct, including special committee and audit committee investigations. We advise clients in establishing and maintaining compliance programs and internal controls procedures and policies.

We provide unique, scalable services ranging from a fully managed “concierge/consulting” approach to discrete projects:

• Corporate governance advice – attend board meetings
• Forms 10-K/10-Q
• Form 8-K
• Proxy statement/annual meeting
• Earnings releases
• Annual report, investor relations and other disclosure advice
• Insider trading consultation
• Section 16 compliance, Rule 144 questions and Form 4 questions
• Structuring, placing or renewing D&O, fiduciary and related insurance programs
• Enterprise risk management, including use of appropriate risk transfer mechanisms, from insurance to captives
• Shareholder activism
• Sell-side advice to boards contemplating a merger or go-private transaction
• Preparation and review of board and committee resolutions related to the above matters
• Board structure and composition
• Executive compensation, director pay and disclosure
• Compelling CD&A and say-on-pay proposals
• NEO new hire and separation agreements and disclosures
• ISS, Glass Lewis and institutional shareholder voting issues and shareholder outreach
• Advising on best practices relating to increasingly vital environmental, social and governance (ESG) issues

For over a century, Pillsbury attorneys have been at the forefront of large, complex and iconic transactions.

• Represented Nikola Corporation in its $3.3 billion merger with VectoIQ.
• Represented lnvitae in its $1.4 billion purchase of ArcherDX.
• Represented JUUL Labs, Inc. in the $12.8 billion investment by Altria Group, Inc.

• The U.S. News – Best Lawyers ranked Pillsbury’s Corporate Governance Law practice among the nation’s top practices as part of its 2021 Best Law Firms survey.
• Corporate Secretary – Corporate Governance Awards honored Pillsbury client Quantum Corporation for Best Governance around a Corporate Transaction.