Practice Strengths

Baker Hostetler has counseled clients for decades on corporate governance issues, with special recent emphasis on the corporate responsibility and public disclosure requirements of the Sarbanes-Oxley Act. Our lawyers understand the evolving requirements and actions necessary to maintain or achieve compliance with fiduciary duty obligations and Securities and Exchange Commission and stock exchange regulations. We also assist with the governance implications of business entity formation and structure.

We help both private and public companies establish governance policies and compliance programs, and conduct confidential investigations related to noncompliance concerns. Our team is experienced with handling the ever-evolving SEC reporting requirements. Baker Hostetler lawyers extensively advise officers, executives, directors, boards and special committees on fiduciary responsibilities (particularly regarding securities transactions) and on indemnification and liability issues.

Leadership in Action

Transactions: Counseling Wendy's in its $2.3 Billion Merger with Triarc

Client: The Special Committee of the Wendy's International, Inc., Board

Type of Matter: Review of strategic alternatives, culminating in a merger

Our Client's Challenge: The Special Committee was charged with evaluating disparate alternatives in the context of challenging industry conditions, shareholder activism and credit market turmoil.

The Goal: Help our clients navigate the complex process of evaluating alternatives and ultimately structuring a favorable outcome for shareholders in an unfavorable climate.

Our Strategy: Our lawyers worked closely with the Special Committee, its financial advisors, Wendy's executive management team and other legal advisors to develop two viable options.

Results: The Special Committee recommended, and the Wendy's Board and shareholders approved, a merger with Triarc Companies, Inc. (franchisor of the Arby's restaurant system), creating the nation's third-largest quick-service restaurant company, with 10,000 restaurants and more than $12 billion in annual sales.

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 Governance/Compliance Experience

• Have advised both special committees of sellers and purchasers in going-private transactions with significant conflict of interest implications.
• Advised a major regional hospital system on a significant restructuring that involved shifting from a joint operating agreement structure to a more corporate structure, providing more effective governance and decision-making with enhanced ability to rationalize services and better non-profit compliance.
• Helped Phillips Edison, a large private owner of shopping center properties, reorganize its ownership structure as a limited partnership with clear management structure.
• Have advised audit committees and special board committees in internal investigations of accounting and other irregularities and on related reporting obligations.
• Enabled a closely held regional insurance broker to resolve a sensitive ownership issue with a former majority shareholder when the company moved to a holding company structure.
• Revised the pension and profit sharing plans for the employees of one of the largest construction companies in Central Ohio after reorganizing it as an S corporation.