Corporate Law and Governance

Carlton Fields’ corporate practice offers comprehensive business counseling, representing companies of all sizes and at every stage in their life cycle. We provide legal services to public and privately held corporations, partnerships, limited liability companies, and other forms of business organizations. Our clients are involved in virtually every sector of the economy.

Our general corporate law services include:

• Assisting with entity formation (e.g., choice of entity and state of organization, entity formation documents).
• Structuring boards of directors and managers (e.g., election and appointment of directors and managers, staggered boards, and cumulative voting issues).
• Advising on and preparing basic corporate documents (e.g., employment agreements; nondisclosure and confidentiality agreements; IP assignments; director and employee equity incentive plans).

• Advising on and preparing documents related to corporate action approval procedures; and extraordinary corporate transactions such as stock dividends and splits, redemptions, reorganizations, acquisitions, and dispositions; and dissenters’ rights.

We also provide a full range of corporate governance services. These include advising boards of directors on a variety of issues such as their fiduciary duties; helping companies review and revise organizational documents; working with clients, especially public companies, to prepare committee structures and charters; advising public companies on the Sarbanes-Oxley Act and Dodd-Frank Wall Street Reform and Consumer Protection Act; director confidentiality policies; director and executive indemnification agreements; and structuring defensive mechanisms, including so-called poison pill plans.