Practice Strengths

Corporate Governance

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.
Leadership in Action
Corporate Governance: Advising an audit committee on accounting irregularities
Client: The audit committee of a NASDAQ-quoted company
Type of Matter: Corporate governance concern
Our Client's Challenge:  The audit committee that came to Baker Hostetler for guidance believed that accounting fraud might have been committed in one of its foreign subsidiaries.
The Goal: Help our clients exercise their fiduciary responsibilities to ensure that the company's internal controls and internal and external reporting were consistent with applicable regulatory requirements and in the best interests of the shareholders.
Our Strategy: Our lawyers worked closely with a team of forensic accountants in reviewing relevant documentation and conducting extensive interviews to identify the source and scope of the problem.
Results: We delivered findings and recommendations to the company's audit committee that enabled it to identify the source of the fraudulent accounting entries, undertake corrective disclosure, avoid regulatory penalties and implement steps to avoid similar problems in the future.

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.


Business—Corporate Governance Lawyers
G. Thomas Ball Partner
Orlando 407.649.4004
Jeffrey P. Berg Partner
Los Angeles 310.442.8850
Jack A. Bjerke Partner
Columbus 614.462.4760
Henry C. Bodenheimer Associate
New York 212.589.4698
Joseph P. Boeckman Partner
Columbus 614.462.4737
Donald W. Brodsky Partner
Houston 713.646.1335
Hilary S. Cairnie Partner
Washington, DC 202.861.1668
John F. Cermak, Jr. Partner
Los Angeles 310.442.8885
Alfred C. Chidester Partner
Denver 303.764.4091
William J. Conti Partner
Washington, DC 202.861.1726
Jonathan P. Cramer Partner
New York 212.589.4604
Jeffrey E. Decker Partner
Orlando 407.649.4017
George C. Dolatly Partner
New York 212.589.4680
Timothy J. Eloe Partner
Chicago 312.416.6212
Dustin A. Frazier Associate
Columbus 614.462.2640
Judy Gechman Counsel
Houston 713.646.1342
John M. Gherlein Partner
Cleveland 216.861.7398
Michael P. Glasser Associate
New York 212.589.4677
Nina K. Goldberg Associate
Los Angeles 310.442.8828
Steven H. Goldberg Partner
New York 212.589.4219
Daniel J. Gunsett Partner
Columbus 614.462.2642
Patrick Hannon Partner
New York 212.589.4640
Suzanne K. Hanselman Partner
Cleveland 216.861.7090
Mark Hatcher Associate
Columbus 614.462.4765
William H. Hawkins II Counsel
Cincinnati 513.929.3481
Kenneth M.H. Hoff Partner
Los Angeles 310.442.8888
Brian Karp Associate
New York 212.589.4294
Randolf W. Katz Partner
Costa Mesa 714.966.8807
Los Angeles 310.442.8807
Adam R. Law Associate
Houston 713.646.1389
Chris LeVeque Associate
Los Angeles 310.442.8861
Robert M. Loesch Partner
Cleveland 216.861.7594
Alissa K. Lugo Associate
Orlando 407.649.4015
Laurence S. Markowitz Partner
New York 212.589.4291
B. Scott McBride Partner
Houston 713.646.1390
Robert F. Morwood Associate
Cincinnati 513.852.2603
John W. Moscow Partner
New York 212.589.4636
Kathleen S. O'Connor Associate
Cleveland 216.861.7328
Stephen T. Olson Associate
New York 212.589.4670
Houston 713.646.1360
Michael G. Oxley Of Counsel
Washington, DC 202.861.1663
Janis M. Penman Partner
Washington, DC 202.861.1622
Michael L. Powell Associate
Washington, DC 202.861.1528
Marc D. Powers Partner
New York 212.589.4216
Karen Ward Procell Of Counsel
Orlando 407.649.4098
Robert K. Rupp Partner
Columbus 614.462.2688
W. Robert Shearer Partner
Houston 713.646.1391
Amy M. Shepherd Partner
Columbus 614.462.4712
Winnie Sim Associate
Columbus 614.462.4726
Janet A. Spreen Partner
Cleveland 216.861.7564
Michelle M. St. Pierre Partner
Denver 303.764.4089
George A. Stamboulidis Partner
New York 212.589.4211
Christopher J. Stanek Associate
Cleveland 216.861.7875
Carl R. Steen Partner
Costa Mesa 714.966.8803
Morgan A. Tarlton Associate
Houston 713.646.1343
Peter W. Van Euwen III Partner
Cleveland 216.861.7598
Robert A. Weible Partner
Cleveland 216.861.7553
Scott R. Weiser Partner
New York 212.589.4286
Alec Wightman Partner
Columbus 614.462.2636
Emily E. Williams Associate
Cleveland 216.861.7373
Julie M. Woolley Associate
Columbus 614.462.4771
Kenneth C. Wright Partner
Orlando 407.649.4001
Michael P. Wright Associate
Chicago 312.416.6219
Business—Corporate Governance Professionals
Peggy A. Peterson Senior Advisor
Washington, DC 202.861.1691
Date Business—Corporate Governance News
8/6/2010 Powers to Address Practising Law Institute's "Securities Litigation & Enforcement Institute 2010"
6/17/2010 George C. Dolatly Joins Business Group & New York Office
6/16/2010 2010 "Rising Stars" Announced
6/11/2010 Chambers USA Names 50 "Leading Business Lawyers"
5/26/2010 Picard & Stamboulidis to Address Fraud Conference
5/26/2010 2010 "Super Lawyers" Announced
5/21/2010 Hatcher Receives MLK Image Award
5/13/2010 Stamboulidis Addresses ABA Internal Corporate Investigations Institute
5/7/2010 Hatcher Named "Emerging Leader"
4/27/2010 Baker Hostetler Represents Doar Litigation Consulting in Acquistion of Inference Data
4/7/2010 Powers to Address NY State Society of CPAs
1/5/2010 Baker Hostetler Announces New Partners
12/11/2009 Ward Procell Honored as a "Local Hero"
12/4/2009 Goldberg Represents Scripps Networks Interactive Inc. in Canadian Joint Venture
12/4/2009 Goldberg Represents Scripps Networks Interactive Inc. in Large Indian Joint Venture
10/5/2009 Powers to Address Change to Federal Rules of Civil Procedure
9/15/2009 Wright Serves as Program & Group Chair of ABA Annual Meeting Program
8/19/2009 Oxley Elected Chairman of Ethics Resource Center Board
8/10/2009 "Best Lawyers in America" Recognizes 94 Baker Hostetler Attorneys
6/30/2009 Baker Hostetler Advises in $3.3B Energy Partnership
6/16/2009 Wright Serves as Program & Group Chair of ABA Symposium
6/15/2009 Hatcher Selected to "Forty Under 40"
6/12/2009 Chambers USA Names 36 "Leading Business Lawyers"
5/29/2009 McBride Named Outstanding Healthcare Fraud & Compliance Lawyer
5/27/2009 Baker Hostetler Expands Mergers & Acquisitions Team with Addition of Partner Jon Cramer
3/23/2009 Randolf Katz Joins Business Group & Costa Mesa Office
1/9/2009 Baker Hostetler Announces New Associates
1/8/2009 George Stamboulidis Named Managing Partner of New York Office
12/8/2008 Baker Hostetler Named a “Go-To Law Firm” For 2009
Date Business—Corporate Governance Executive Alert/Newsletters
8/30/2010 SEC Adopts Final Proxy Access Rules
8/11/2010 SEC Seeks Comment on U.S. Proxy System
8/10/2010 Dodd-Frank Wall Street Reform and Consumer Protection Act Expands Incentives and Protections for Whistleblowers
7/19/2010 Congress Passes Finalized Financial Reform Bill
7/12/2010 United States Supreme Court Limits the Extraterritorial Application of Section 10(b)
4/28/2010 Supreme Court Clarifies Fiduciary Duty Standard on Fees Under Investment Company Act
4/26/2010 Full Senate to Take Up Senator Dodd's Financial Reform Bill
2/8/2010 SEC Issues Interpretive Guidance Related to Climate Change Disclosures
12/23/2009 SEC Staff Provides Guidance on the Effective Date of New Rules Requiring Enhanced Proxy Statement Disclosure About Risk, Compensation and Corporate Governance
12/22/2009 SEC Adopts Final Rule Requiring Enhanced Proxy Statement Disclosure About Risk, Compensation and Corporate Governance
8/12/2009 Courts Signal that Financial Advisors Issue Fairness Opinions, Not Insurance Policies
7/14/2009 The Credit Card Accountability, Responsibility and Disclosure Act
5/19/2009 Planning in Light of the Obama Administration’s Legislative and Enforcement Initiatives—UPDATE
1/20/2009 Planning for Obama Administration Legislative and Enforcement Initiatives
11/11/2008 Final Code § 409A Documentation Compliance Deadline for Deferred Compensation Plans and Arrangements Fast Approaching
10/3/2008 Revised Bailout Plan With New Tax Provisions Passes Congress
09/19/2008 SEC Issues Emergency Orders Temporarily Limiting Short Selling of Bank Stocks and Easing Stock Buyback Limitations
09/11/2008 Retroactive Repeal of Indemnification and Advancement Rights for Corporate Directors
Date Business—Corporate Governance Quotes
7/30/2010 Houston Business Journal: Brodsky Quoted in Banking Legislation Article
6/11/2010 Houston Business Journal: Taxing Decisions Boost More M&A Deals
5/27/2010 Corporate Counsel: Help Me Deal: New Guidance on How Companies Can Cope With Monitors
4/28/2010 Wall Street Journal: Iconix Acquires Peanuts Brand
4/28/2010 Law360: Baker Hostetler Represents Scripps in $175M 'Peanuts' Brand Deal
4/27/2010 MiddleMarket: Iconix Brands Buys Peanuts
4/22/2010 FOX Business (VIDEO): Oxley on Financial Reform
4/17/2010 Cleveland Plain Dealer: Personal Trips by CEOs Using Corporate Jets Begin Descent
3/16/2010 CNBC-TV India (VIDEO): New Financial Reforms
3/15/2010 Modern Healthcare: Blowing the Whistle
2/24/2010 Inside Counsel: Congressional Crackdown: Investor Protection Act Enhances SEC Power
2/1/2010 Law Technology New: Up Close
1/14/2010 LEADERS: Building the New York Practice
1/8/2010 Orlando Business Journal: Baker Hostetler Names New Managing Partner for Orlando Office
12/10/2009 BNA's Construction Labor Report: Court Names Former Prosecutors to Oversee New York Operating Engineers Local 14, 14B
12/1/2009 Newsday: Junior Gotti Free After Jury Fails to Reach Verdict
11/30/2009 New York Times: Former Prosecutor Appointed to Investigate Corruption in Crane Operators’ Union
11/2/2009 Texas Lawyer: New Deals: Quanta Services Acquires Price Gregory Services, Service Corp. to Acquire Keystone North America
10/29/2009 Houston Chronicle: Oxley Has Faith in His Law
10/27/2009 Bloomberg News: New Rajaratnam Lawyer Dowd Represented McCain, Major Leagues
10/20/2009 The Daily Deal: Deal Memo
10/16/2009 Law360: Q&A with John Gherlein
10/16/2009 CQ Today: "Out of the Sausage Factory," But Oxley Still Has Seat at Table
10/1/2009 Treasury & Risk magazine: Cashing In Next Wedding Season
8/17/2009 Crain's Cleveland Business: Baker Sees Boost from Madoff
9/27/2009 KGO/ABC News Radio: Potential Financial Regulation
9/25/2009 Law360: Q&A with Marc Powers
9/22/2009 MarketWatch: Skype Founders Trying to Wreck eBay Deal
9/18/2009 New York Times: Skype Founders Escalate Legal Battle
9/18/2009 Fast Company: Will the Skype Founders Actually Win $75 Million Per Day From eBay?
9/16/2009 BusinessWeek: Skype Lawsuit May Complicate Sale
9/15/2009 NPR's "Morning Edition": Money, Power Serve Up Alphabet Soup Of Regulators
9/14/2009 Bloomberg TV: The Future of Financial Regulation
9/10/2009 FOX Business News (VIDEO): Financial Regulation Reform
9/1/2009 San Jose Mercury News: EBay to sell off Skype
9/1/2009 CNBC's Power Lunch: Regulation: What Will Work?
9/1/2009 BoardIQ: Proposed Fiduciary Standard Could Alter How Funds Are Sold
8/25/2009 Boston Globe: Frank Focused on Reshaping US Finance
8/21/2009 American Lawyer: How Vulnerable Are Lawyers?
8/6/2009 CNBC's "Power Lunch": Cyber Attack Shuts Down Twitter
7/31/2009 Bloomberg News: U.S. Limits on Bank Pay, Bonuses Face Senate, Obama Skepticism
7/24/2009 FOX 5/WNYW: New Jersey Political Corruption Scandal
7/24/2009 BNA's Corporate Accountability Report: Draft Bill on Comp Committee Independence Needs Additional Fine-Tuning, Observers Say
7/9/2009 Boardroom Insider: Five Urgent Tips on Board D&O Indemnification
7/2/2009 Philadelphia Inquirer: Exelon Sweetens NRG Offer
6/29/2009 American Lawyer: $3.3 Billion Teppco-Enterprise Deal Creates Work for Special Committees
6/26/2009 Bloomberg News/Boston Globe: EBay’s Fight With Skype Founders May Threaten Its Plans for IPO
6/17/2009 CNBC's "Squawk on the Street": Regulatory Revamp
6/12/2009 Bloomberg TV (VIDEO): Financial Regulatory Reform
6/10/2009 Reuters: Art of the Possible Tempers Obama Financial Reforms
4/23/2009 Bloomberg Radio's "Bloomberg Surveillance": U.S. Financial Regulation
4/18/2009 POLITICO: Obama Would Regulate New "Bubbles"
4/17/2009 CNBC's "Squawk on the Street": Future of Financial Regulation
4/12/2009 New York Daily News: New Book, 'Friends of the Family,' on Mafia Cops Claims FBI Hogged the Glory
3/26/2009 Bloomberg TV (VIDEO): Obama's Regulatory Overhaul
3/18/2009 Reuters: Outfoxed J&J Could Demand Remicade Reparations
3/2/2009 Crain's Cleveland Business: Leading Ladies
2/24/2009 Dow Jones/Wall Street Journal: Compliance Watch: If Govt Steps In, Perks Could Be Kaput
2/13/2009 NPR's "Morning Edition": A Big Bank is the Villain in "The International"
1/7/2009 The New Yorker: Barney's Great Adventure
12/21/2008 New York Times: White House Philosophy Stoked Mortgage Bonfire
12/18/2008 Bloomberg TV's "Money & Politics": Schapiro to Lead SEC
10/28/2008 Hedge Fund Law Report: New Rule Requires Disclosure of Hedge Fund Short Positions to the SEC, But Not to the Public

For more information about our Corporate Governance practice:

National Contact    
Robert A. Weible 216.861.7553
Chicago
Ronald S. Okada 312.416.6210
Cincinnati
Eric J. Geppert 513.929.3405
Cleveland
Suzanne K. Hanselman 216.861.7090
Columbus
Amy M. Shepherd 614.462.4712
Costa Mesa
Carl R. Steen 714.966.8803
Denver
Dominic A. Lloyd 303.764.4101
Houston
W. Robert Shearer 713.646.1391
Los Angeles
Carl R. Steen 714.966.8803
New York
Laurence S. Markowitz 212.589.4291
Orlando
Kenneth C. Wright 407.649.4001
Washington, DC
William J. Conti 202.861.1726

Contact

National Contact
Robert A. Weible
216.861.7553


Contacts by Office »

Representative Clients

Developers Diversified Realty Corp.

Flight Options LLC

Keithley Instruments Inc.

Phillips Edison & Co.

The E.W. Scripps Company

The Health Alliance of Greater Cincinnati

The Progressive Corporation