print letterhead

Corporate Governance & Disputes

Public and private company clients rely on Miles & Stockbridge lawyers to guide them through the increasingly complex and ever-changing maze of state laws and corporate compliance regulations.  Because corporate misconduct and even allegations of misconduct carry serious consequences, preventing problems or solving them before they become crises is critical. And that is our focus. 

We help business clients of all sizes to adopt “best governance practices” designed to comply with the complex rules and regulations applicable to their companies.  Working with general counsel and boards of directors, our lawyers seek first to understand the existing corporate culture before suggesting relevant charter and bylaw amendments, corporate compliance programs, director and officer liability insurance arrangements, records retention and destruction policies or conflict-of-interest standards.

Special situations involving proxy and takeover contests, tender offers and mergers and acquisitions can raise particularly thorny issues involving director and officer fiduciary responsibilities.  Miles & Stockbridge lawyers counsel clients in a broad range of negotiated and contested takeovers by:

  • Counseling boards and their special committees on directors' duties and responsibilities
  • Navigating anti-takeover statutes
  • Understanding charter and bylaw provisions, director indemnification and exculpation, severance and other change-of-control arrangements. 

We have particular experience with the State of Maryland’s extensive body of anti-takeover laws, including the state’s unusual control-share voting and business-combination moratorium statutes and the related unsolicited-takeover statute.  We frequently assist out-of-state lawyers with questions concerning these unique Maryland laws.

In addition to counseling boards of directors and their special committees, our lawyers frequently advise individual directors on a broad range of issues.  We advise director candidates on potential conflicts of interest that could preclude a board assignment, the adequacy of director and officer liability insurance and indemnification arrangements made available to them by the boards on which they may serve.  After becoming board members, directors frequently are faced with conflict of interest challenges and other questions regarding their duties. We help with individual advice and counsel as needs arise.

Because many real estate investment trusts, investment companies and mutual funds are organized under Maryland law, we often respond to questions by out-of-state counsel regarding how the Maryland statutes affect the organization and operation of the trusts and funds they represent, as well as transactions to which they may be a party.

Our corporate governance counseling emphasizes the anticipation of problems before they arise, but we know that governance disputes and litigation sometimes are inescapable. Miles & Stockbridge business lawyers and litigators collaborate in defending claims on behalf of corporations and their officers and directors.