Corporate Governance & Disputes

Public and private company clients rely on Miles & Stockbridge lawyers to guide them through the increasingly complex and ever-changing maze of state laws and corporate compliance regulations.

Because corporate misconduct—and even allegations of misconduct—carry serious consequences, preventing problems or solving them before they become crises is critical. We help business clients of all sizes adopt governance practices designed to comply with the myriad rules and regulations applicable to their companies. Working with general counsel and boards of directors, our lawyers seek first to understand the existing corporate culture before suggesting relevant charter and bylaw amendments, corporate compliance programs, director and officer liability insurance arrangements, records retention and destruction policies or conflict-of-interest standards.

Special situations involving proxy and takeover contests, tender offers and mergers and acquisitions can raise particularly thorny issues involving director and officer fiduciary responsibilities. Miles & Stockbridge lawyers counsel clients in a broad range of negotiated and contested takeovers.

We have particular experience with the State of Maryland’s extensive body of anti-takeover laws, including the state’s unusual control-share voting and business-combination moratorium statutes and the related unsolicited-takeover statute. We frequently assist out-of-state lawyers with questions concerning these unique Maryland laws.