Cornerstone Research has worked with clients and experts to analyze claims of allegedly improper governance practices in more than one hundred matters. We have addressed issues of board process; fiduciary duty; appropriate public and private disclosures; shareholder rights and proxy contests, including in the context of takeovers, buyouts, and other events resulting in a change in control; Sarbanes-Oxley Section 404 (SOX-404) compliance; pension plan management and Employee Retirement Income Security Act (ERISA) compliance; challenges to executive compensation, including golden parachutes, options grants, insider trading, and Rule 10b5-1 stock sale plans; and parent/subsidiary relationships and attempts to pierce the corporate veil.
Corporate governance issues can be central to many types of litigation. Often, claims of deliberately or recklessly weak internal controls and a failure of board oversight are intertwined with other allegations that require expert analysis. In these circumstances, it is particularly important to coordinate the efforts of multiple experts. Our staff and experts have experience in assisting counsel with such matters.
Cornerstone Research has an extensive network of in-house, academic, and industry experts who apply academic research and professional experience to address corporate governance issues. Our network of corporate governance experts includes many preeminent professors of law and business. We also work with “practitioner” experts who have experience as corporate officers, board members, audit committee and compensation committee members, and corporate advisors. This experience allows these experts to opine on best practices in corporate governance, as well as the “typical” or “customary” governance practices that apply to firms in a variety of industries.