Corporate Governance

Briefing: Governance

Our blog reports on current topics in corporate governance, securities law and executive compensation.

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A Davis Polk podcast featuring conversations on developments in corporate governance.

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Broadly Experienced Advisers

Davis Polk is among the handful of law firms to which the world’s leading enterprises turn for their most sensitive corporate governance advice.


  • A group of hedge funds submits a shareholder proposal demanding sweeping structural changes. Should you seek exclusion? Prepare for a proxy contest? Negotiate?
  • Board members are the targets of sophisticated "withhold" campaigns using electronic forums and websites to spread the activist's message. 
  • Faced with a high-stakes government investigation, a board is wrestling with whether and how to play an independent role in the process. 
  • A board seeks to arrange a graceful CEO transition while avoiding the public uncertainty of a premature disclosure. 
  • One or more directors are at odds with other members of the Board.  They are seeking changes in Board processes and separate advisers. 
  • A financial institution’s board is under pressure from the SEC to disclose a particular risk, and under pressure from banking regulators not to make the same disclosure. 
  • A compensation committee is struggling to walk the line between appropriate disclosure of incentive compensation targets and protection of competitively sensitive data.

These are all, at heart, corporate governance problems. They cut across a variety of legal disciplines. They involve detailed rules but also general principles like the business judgment rule. They can be highly influenced by personalities and institutional history. And the stakes are often very high.


Legal 500 U.S.– Ranked nationally among U.S. law firms

Most of our corporate governance partners are listed among the very best practitioners in their fields by legal guides such as ChambersLegal 500 and IFLR1000.