Board Governance and Fiduciary Duty

Overview

Baker Botts has a leading Board Governance and Fiduciary Duty practice, operating at the critical intersection of board governance, risk management, and litigation exposure. We regularly advise corporate boards, special committees, and executives on governance best practices, fiduciary obligations, and litigation risk mitigation. What truly sets our team apart is the cross functional nature of how we advise our clients. We involve both corporate deal lawyers and corporate litigators working closely together to bring a sophisticated, diversified and practical approach to governance challenges.

Our approach is particularly vital in scenarios involving interested party and change-in-control transactions, financial reporting irregularities, internal and regulatory investigations, and executive compensation. Governance decisions in these contexts can have significant legal and financial implications. By combining our deep bench of both corporate and litigation lawyers, our clients receive strategic, business-oriented advice before, during, and following the transaction or matter at hand, while being prepared for potential litigation, should it arise.

Our track record is built on structuring and negotiating complex M&A, capital-raising transactions, and interested party transactions, coupled with litigation successes that have shaped fiduciary duty law and protected corporate decision-makers in complex, high-profile cases. We have a strong track record of advising board, committees, significant investors, controlled companies and related parties in complex transactions. And when disputes do arise, we have successfully defended boards and executives against claims of breach of fiduciary duty and violation of federal and state securities laws, whether arising from M&A transactions, corporate crises, or shareholder activism.

Our teams have deep experience advising and defending companies and their fiduciaries under the laws of jurisdictions across the country, including the key jurisdictions of Delaware, Texas and Nevada.

Our Board Governance and Fiduciary Duty practice developed from, and our cross functional team has worked with, the bedrock of Delaware statutes and case law where most publicly traded and privately held companies around the country have historically formed. We have advised thousands of Delaware corporations, and represented clients in hundreds of Delaware cases, including some of the most high-profile and complex disputes of the last decade. We have been involved in deals and cases shaping the Delaware landscape for decades.