Corporate Governance

Overview

"Baker & Hostetler stands out because they are not only knowledgeable and skilled but they work to convey the style and culture of their client when they work on our behalf."

– Chambers USA 2021

BakerHostetler’s Corporate Governance team advises executives, directors, boards and special committees of a wide array of public and private companies concerning fiduciary responsibilities, internal conduct, dealing with stakeholders and proxy advisory firms, and other governance issues. We help clients establish governance policies and compliance programs, and conduct confidential investigations related to compliance concerns.

We serve extensively as independent counsel to boards or their committees when change-in-control matters involving conflicts of interest require an ability to negotiate complex issues of valuation, taxation, and compliance in a context of transparency and fair dealing. We have advised purchasers and special committees of sellers in going-private transactions with significant conflict of interest implications.

Select Experience

  • Represented the Strategic Review Committee of the Board of Directors of Retail Ventures, Inc. (RVI). The review culminated in a merger of RVI into an operating subsidiary of DSW, Inc. Both companies were publicly traded. The $780 million transaction involved unique related-party transactions between entities with overlapping officers and directors and a common controlling shareholder. We resolved complex valuation and pricing issues related to contingent liabilities, NOLs, and other tax attributes, as well as effecting NYSE compliance stemming from the surviving entity's high vote/low vote capital structure.
  • Represented the Audit, Conflicts and Governance Committee of Enterprise GP Holdings in its $9.1 billion merger into Enterprise Products Partners L.P., whose general partner was owned by Enterprise GP Holdings L.P. We advised the committee as it evaluated alternatives and negotiated a merger of the holding company into its operating subsidiary. We accomplished structuring, negotiating, and unit-holder approval in a tight timeframe in the face of significant potential adverse year-end tax changes.
  • Represented American Greetings Corporation in its going private transaction in which a newly organized entity owned by the Weiss Family acquired the company in an $878 million transaction. The transaction included a third-party equity investment, a $400 million loan, and a $200 million revolving credit facility, as well as cash on hand. We counseled American Greetings in the formation of a Special Committee of independent directors that reviewed the proposal, considered alternatives and negotiated the price and other transaction terms with the Weiss Family.
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Professionals

Name Title Office Email
Partner Cleveland
Partner San Francisco
Associate Columbus
Partner Los Angeles
Associate Houston
Partner Columbus
Partner Houston
Corporate Practice Associate
Corporate Practice Associate Dallas
Counsel Atlanta
Partner New York
Of Counsel Los Angeles
Counsel Dallas
Partner Dallas
Partner Washington, D.C.
Partner Orlando
Associate Los Angeles
Counsel Washington, D.C.
Partner New York
Partner Washington, D.C.
Counsel Dallas
Associate New York
Of Counsel Houston
Associate Cleveland
Partner Cleveland
Associate Los Angeles
Partner New York
Partner Washington, D.C.
Partner New York
Associate New York
Partner New York
Partner Cleveland
Counsel Denver
Partner Cleveland
Associate Atlanta
Partner Columbus
Corporate Practice Associate
Corporate Practice Associate Dallas
Partner Cincinnati
Associate Los Angeles
Counsel Dallas
Associate Seattle
Associate Chicago
Counsel Dallas
Counsel Houston
Partner Houston
Partner San Francisco
Associate Dallas
Partner Orlando
Associate Cleveland
Partner New York
Associate Cincinnati
Partner Atlanta
Partner Columbus
Associate Columbus
Partner New York
Partner San Francisco
Partner Cincinnati
Partner Seattle
Partner Cleveland
Partner Cleveland
Counsel Washington, D.C.
Associate Cleveland
Partner Washington, D.C.
Associate Denver
Corporate Practice Associate
Corporate Practice Associate Dallas
Associate Seattle
Associate Seattle
Corporate Practice Associate
Corporate Practice Associate Dallas
Partner Dallas
Partner Columbus
Associate Cincinnati
Partner Dallas
Associate Los Angeles
Partner Columbus
Partner Chicago
Associate Cleveland
Associate New York
Partner Cleveland
Partner New York
Associate New York
Of Counsel Atlanta
Partner Cincinnati
Partner Dallas
Associate Cleveland
Partner Cleveland
Associate Houston
Partner Cleveland
Partner New York
Partner Columbus
Corporate Practice Associate
Corporate Practice Associate Dallas

Experience

  • Represented the Strategic Review Committee of the Board of Directors of Retail Ventures, Inc. (RVI). The review culminated in a merger of RVI into an operating subsidiary of DSW, Inc. Both companies were publicly traded. The $780 million transaction involved unique related-party transactions between entities with overlapping officers and directors and a common controlling shareholder. We resolved complex valuation and pricing issues related to contingent liabilities, NOLs, and other tax attributes, as well as effecting NYSE compliance stemming from the surviving entity's high vote/low vote capital structure.
  • Represented the Audit, Conflicts and Governance Committee of Enterprise GP Holdings in its $9.1 billion merger into Enterprise Products Partners L.P., whose general partner was owned by Enterprise GP Holdings L.P. We advised the committee as it evaluated alternatives and negotiated a merger of the holding company into its operating subsidiary. We accomplished structuring, negotiating, and unit-holder approval in a tight timeframe in the face of significant potential adverse year-end tax changes.
  • Represented American Greetings Corporation in its going private transaction in which a newly organized entity owned by the Weiss Family acquired the company in an $878 million transaction. The transaction included a third-party equity investment, a $400 million loan, and a $200 million revolving credit facility, as well as cash on hand. We counseled American Greetings in the formation of a Special Committee of independent directors that reviewed the proposal, considered alternatives and negotiated the price and other transaction terms with the Weiss Family.

Recognition

  • The Legal 500 United States
    • M&A/corporate and commercial: Corporate governance (2016, 2018)
    • M&A/corporate and commercial: M&A Middle-Market (2018)
  • U.S. News - Best Lawyers “Best Law Firms” Corporate Governance Law
    • Metro Cincinnati, Tier 1 (2017)
    • Metro Cleveland, Tier 1 (2016, 2017)
    • Metro Columbus, Tier 3 (2016, 2017)
    • Metro Orlando, Tier 1 (2016, 2017)
  • Recognized as one of the top law firms for client service, BakerHostetler was named to the 2020 BTI Client Service 30 for the sixth consecutive year.

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