Corporate Governance - Managing the Combined Entity
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A corporation's main objective is to create and increase shareholder value. The principle responsibility of a corporation’s board of directors is to promote the best interests of the corporation by providing general direction for successful management of the corporation's business and affairs, consistent with its fiduciary responsibility to shareholders and obligations to regulators. As such, directors are charged with certain fiduciary duties including:
-Duty of Care
-Duty of Loyalty
-Duty of Candor
-Duty to Act in Good Faith (Business Judgment Rule)
Effective corporate governance requires a proactive, focused state of mind on the part of directors, the CEO, and senior management, all of whom must be committed to business success through maintenance of the highest standards of responsibility and ethics. Although there are a number of legal and regulatory requirements that must be met, good governance is far more than a mere list of minimum board and management policies and duties.
Even the most thoughtful and well-drafted policies and procedures will fail if directors and management are not committed to enforcing them in practice. A good corporate governance structure is a working system for principled goal setting, effective decision making, and appropriate monitoring of compliance and performance.
Mergers, Acquisitions, and Divestitures (Buying & Selling Businesses)
Joint Ventures and Strategic Alliances (Partnering)
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