Corporate Governance

Freeborn provides a wide range of corporate governance advice to businesses and their boards of directors, including entity structuring, fiduciary duty counseling, executive compensation programs, ownership issues, control disputes, related-party transactions, and compliance with governance policies of the SEC and securities exchanges.  We draw on our experience in corporate, limited liability (LLC) structures, partnership law, federal and state tax law, and federal and state securities laws.

We regularly advise boards, board committees, equity owners and management on fiduciary duties, directors and officer’s insurance and indemnification, complex corporate transactions, shareholder oppression claims and control issues.  Corporate governance issues are frequently intertwined with other legal issues where Freeborn attorneys have a great deal of experience, such as tax, litigation, executive compensation and bankruptcy.

A unique feature of our Corporate Practice Group is our in-house business experience.  Many of our attorneys have held positions as general counsel, marketing executives and even CEOs at a variety of companies -- from Fortune 500 public companies, to mid-sized private equity-sponsored companies, to small family-owned or start-up businesses.  Applying this business experience, we provide practical, results-driven advice that balances the legal issues with the client’s particular objectives and constraints. 

Representative Matters

Advise equity holders of an international container and logistics company on the restructuring of its board of directors and business expansion initiatives.

Advise private equity firm on the board, management and officer structure of thirty-nine portfolio companies under its management.

Represented a multi-national, family owned food company with respect to company-wide organizational restructuring allowing for greater operational efficiencies, enhanced strategic partnering, financing flexibility, estate planning and  ownership transfers.

Advised board of directors of insurance trade association on corporate governance issues, including issues arising in connection with formation of for-profit subsidiary.

Advised international oil and energy company on captive insurance matters and related reinsurance agreement.

Advised national tax preparation firm on formation and licensing of insurance agency to sell health insurance through Affordable Care Act (“Obamacare”) exchanges, and on joint venture with on-line insurance agency and technology platform to “white label” insurance sales offerings.

Served as General Counsel to a high-tech manufacturer, providing full service support, handling every legal need spanning intellectual property, business litigation, employment, business contracts and corporate governance.

Represented national insurance claims management company in outsourcing of managed care functions.

Responding to government investigations and conducting internal reviews.

Directors and officers matters.