Corporate Governance

Government contractors have unique needs and challenges with regard to corporate matters.  Our practice includes assisting boards of directors, board committees, C-Level executives and other senior management on various corporate issues and the associated duties and obligations of directors and senior management.

Dempsey Fontana has extensive experience in a wide variety of corporate governance matters, and has provided the following services for its clients:

  • Counseling on board and committee structure and composition as well as director agreements and fee issues;
  • Providing general legal advice to boards and committees;
  • Drafting, revising and amending articles of incorporation, by-laws, limited liability company registrations and operating agreements, shareholder agreements, partnership agreements, voting agreements and proxies;
  • Assisting on corporate development and restructuring;
  • Drafting and implementing board policies and committee charters;
  • Advising on the proper role of directors, their statutory and fiduciary duties and potential conflicts of interest;
  • Providing guidance on the board’s role in the ethics compliance process;
  • Providing corporate secretarial services to include attending board and committee meetings and drafting board materials, meeting minutes and resolutions;
  • Providing advice on executive compensation, benefits and executive separation agreements as well as executive-related dispute resolutions; 
  • Providing guidance on mandatory and voluntary disclosures to stakeholders and government agencies; and
  • Training of directors and senior managers on corporate governance issues, risk management, best practices, ethics compliance and security awareness.

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