Corporate Governance


Corporate Governance We have worked on corporate governance issues in many contexts, including investment decisions, mergers and acquisitions, ERISA, and Sarbanes-Oxley compliance. Our network of experts includes preeminent professors of law, corporate officers, auditors, compensation committee members, and corporate advisors. Corporate Governance Capabilities Board Process and Fiduciary Duty In many cases, we have evaluated the activities of directors, officers, and their advisors to determine whether they acted prudently and in a manner consistent with their roles and fiduciary duties. Our analyses have addressed mergers and acquisitions, corporate decisions, marketing statements, oversight of internal audits and processes, elections, and independence of directors. In the area of Employee Retirement Income Security Act (ERISA) litigation, we have analyzed the suitability of investment decisions, the adequacy of a board’s investigation of plan fees, and potential conflicts of interest. We also have addressed fiduciary duties in mutual fund fee negotiations and investment advising. Executive Compensation We have analyzed allegations of options backdating, excessive golden parachutes, claims related to deferred compensation, and other elements of executive compensation packages that are difficult to value. We have also addressed the incentive structure of executive pay, and whether a company’s board or its compensation committee has acted appropriately in establishing compensation packages for corporate officers. Corporate Disclosures Cornerstone Research has addressed the appropriateness and materiality of corporate disclosures in the context of financial restatements, mergers and acquisitions, and annual proxy statements. Piercing the Corporate Veil Our consultants have worked with experts and counsel to determine whether a corporate parent and subsidiary have established themselves as genuinely separate entities. This work has covered the formalities of corporate structure and governance processes; the economic foundations of corporate veil law; and the operational, financial, and marketing relationships that exist between the parent and the subsidiary.

Corporate Governance Capabilities

Board Process and Fiduciary Duty

In many cases, we have evaluated the activities of directors, officers, and their advisors to determine whether they acted prudently and in a manner consistent with their roles and fiduciary duties. Our analyses have addressed mergers and acquisitions, corporate decisions, marketing statements, oversight of internal audits and processes, elections, and independence of directors.

In the area of Employee Retirement Income Security Act (ERISA) litigation, we have analyzed the suitability of investment decisions, the adequacy of a board’s investigation of plan fees, and potential conflicts of interest. We also have addressed fiduciary duties in mutual fund fee negotiations and investment advising.

Executive Compensation

We have analyzed allegations of options backdating, excessive golden parachutes, claims related to deferred compensation, and other elements of executive compensation packages that are difficult to value. We have also addressed the incentive structure of executive pay, and whether a company’s board or its compensation committee has acted appropriately in establishing compensation packages for corporate officers.

Corporate Disclosures

Cornerstone Research has addressed the appropriateness and materiality of corporate disclosures in the context of financial restatements, mergers and acquisitions, and annual proxy statements.

Piercing the Corporate Veil

Our consultants have worked with experts and counsel to determine whether a corporate parent and subsidiary have established themselves as genuinely separate entities. This work has covered the formalities of corporate structure and governance processes; the economic foundations of corporate veil law; and the operational, financial, and marketing relationships that exist between the parent and the subsidiary.