Corporate governance refers to the system of rules, practices, and processes that dictate how a company is managed and controlled.  It defines the roles and responsibilities of executives and boards of directors in shaping corporate strategy, ensuring accountability, and protecting investor interests.  Strong governance fosters transparency, investor confidence, and ethical business practices.  Noncompliance can result in severe financial and legal consequences, including fines and reputational harm.

Companies must adhere to applicable state and federal corporate governance laws based on their state of incorporation and securities offerings.  For instance, the New York Business Corporation Law governs the rights and responsibilities of businesses, boards, executives, and shareholders in New York.  Publicly-traded companies must also comply with federal securities laws and relevant disclosure requirements.

At Romano Law, our experienced corporate governance attorneys provide strategic legal counsel to businesses and their leadership teams.  We help companies and executives navigate governance complexities, ensuring compliance and reducing legal risks.  Our services include:

• Executive Compliance – Advising corporate executives and business owners on regulatory obligations, financial reporting, securities laws, and corporate ethics.
• Policy Drafting – Developing governance policies, committee guidelines, and forward-thinking environment, social, and governance (ESG) programs tailored to business needs.
• Business Disputes – Navigating shareholder disputes such as shareholder derivative claims, breach of fiduciary duties, and disputes involving the fair valuation of shares.
• Corporate Preparedness – Advising on defense strategies, proxy access, say-on-pay policies, shareholder rights, and director elections.
• Employee Benefits & Executive Compensation – Structuring all types of arrangements for executives and employees, including equity incentive plans, stock options, restricted stock units, executive compensation, severance, retirement plans, ESOP plans, and other benefits.
• Family-Owned Business Governance / Private Companies – Serving family-owned and private enterprises in all stages to develop governance structures that support stability, growth, fundraising, and succession/exit planning.