Corporate Governance

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Briggs and Morgan’s Corporate Governance practice group, as part of the firm’s Business Law Section, is designed to assist clients of all sizes in the navigation, evaluation and implementation of legislation and regulations adopted by the Securities Exchange Commission (SEC), stock exchange and accounting profession.

In providing transactional and general counsel services, Briggs works primarily with public companies and nonprofit organizations, as well as their respective directors, board committees and executive officers, laying the groundwork for longstanding economic health in efficiency of management and other business arrangements.

Briggs’ corporate governance attorneys possess diverse backgrounds across a wide range of practice areas, including securities, corporate, labor and employment, employee benefits, litigation and white collar defense. In an effort to provide the most comprehensive legal counsel, in each case, we help clients identify an appropriate corporate governance model, resolve issues and aim to prevent the onset of future disputes. Wherever necessary, Briggs represents clients in various litigation proceedings.

In our past experience, we have handled issues of compensation and benefits; advice for distressed companies; conduct of board and shareholder meetings; representation of independent board members; board and committee responsibilities and structure; board consideration in raising capital, mergers and acquisitions; and matters relating to the Sarbanes-Oxley Act (SOX) and the Dodd-Frank Act.

Representative Matters

  • Representation of a casual dining restaurant group since its IPO, including PIPE transactions, preferred stock financings, a debt restructuring, sale of control to a private equity investor and acquisitions of assets.
  • Representation of a media entertainment licensing company in its go-private transaction.
  • Representation of a medical device company since its IPO, including PIPE transactions, a debt conversion, other equity financings, a senior secured debt issuance and follow-on offering.
  • Representation of a publicly-held thrift holding company in its response to a proxy contest by one of its institutional shareholders.
  • Represented a bottling company in $1.4 billion of registered debt issuances, 10b5-1 repurchase plans, adoption of a majority voting policy and $7.8 billion merger and go-private transaction. Created one of the world’s largest food and beverage companies.
  • Represented a global distributor of health products and services in the $715 million sale of its medical supply business to a private equity firm; its $1.1 billion acquisition of a leading animal health distribution company; its accelerated share repurchase; the declassification of its board; and other commercial, corporate governance, securities and disclosure matters. 
  • Represented a same-day, time-critical transportation and distribution/logistics services company in its preferred stock and secured note financing transactions.