Sound ethical practices and proper operational procedures are critical to an organization’s survival. As government regulations have increased, corporate boards and leadership are under additional scrutiny to be transparent and must adhere to strict corporate governance standards. At Rudolph Friedmann, we advise organizations and stakeholders on compliance issues and provide guidance on best practices for business integrity.

Throughout all stages of development – start-up and formation, merger and acquisition, liquidation and dissolution – we help clients meet their legal obligations to the corporation, its owners, employees and creditors. We represent boards of directors, officers, board committees, C-level executives and senior management, public and private companies, and other stakeholders on a wide range of corporate governance matters. Drawing on our experience, we skillfully and efficiently counsel clients and keep them informed of evolving trends so they can stay ahead of compliance issues.

From board structuring and drafting by-laws, to corporate cleanup and compliance, we help business of all types with governance matters including:

  • Drafting and reviewing by-laws and articles of incorporation
  • Codifying board member criteria, selection process, board structure and requirements to create transparency
  • Advice and representation regarding interpretation of by-laws and applicable Massachusetts law
  • Advice when no by-laws exist
  • Board and shareholder meeting management
  • Drafting and review of notices of stockholders’ and directors’ meetings
  • Compliance with fiduciary obligations
  • Outside general counsel support
  • Election of officers and directors
  • Corporate cleanup and compliance
  • Executive and director compensation matters
  • Director and officer liability
  • Director and officer errors and omissions coverage
  • Potential conflicts of interest
  • Regulatory and internal investigations
  • Acting as independent counsel for special investigations
  • Whistleblower procedures
  • Audit and independent board committee issues
  • Codes of conduct and business ethics implementation
  • State and federal securities compliance
  • Advise during mergers and acquisitions, other change of control situations, and proxy contests
  • Managing through solvency issues

To speak with one of our corporate governance attorneys call Jim Rudolph at 617.723.7700 or contact us online.

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