International Corporate Governance

Corporate governance involves ensuring that a corporation conducts itself fairly, openly and accountably in all its dealings. The company’s board of directors is responsible for carrying this out.

One of the primary objectives of corporate governance is to ensure that a company's leaders effectively manage the business's finances and always act in the best interests of stakeholders such as shareholders, employees, customers and creditors.

Corporate governance involves carefully managing competing interests while being under scrutiny from regulatory, operational, fiduciary and political dynamics. It requires making sound judgments, conducting legal analyses, and making practical decisions in a fast-paced environment where courts may question and potentially review decisions.

We keep abreast of the most recent US developments in corporate governance, such as shareholders’ ability to call special meetings, majority voting in director elections, say-on-pay, proxy access, and universal proxy.

Based on its “comply or explain” doctrine, the UK takes a more flexible approach to corporate governance than the US or Canada.

Laws and regulations regarding corporate governance are complex and ever-evolving. Whether you need assistance with corporate governance for a US, Canadian or UK company, we can help.

Our corporate governance practice involves advising companies, management, boards of directors and committees of boards of directors on corporate and fiduciary duties, shareholder relations and disputes, and whistleblowing policies and procedures.

We represent companies concerning compensation planning, disclosure, and responding to shareholder proposals and proxy advisory firms. We also prepare proxies and annual meeting procedures and provide support in running efficient board meetings.

At Kramer International Law, we advise on directors' duties in change-in-control transactions, financial reporting irregularities, internal investigations, and executive succession.

In addition, we offer guidance to directors on issues of director liability and conflicts of interest.