Corporate Governance

Texas Business Law Attorneys – Corporate Governance

Neglecting proper governance for a business is akin to creating a minefield on the path to success. Notably, at various stages of a business's development, it becomes imperative to demonstrate that the company was and is running like, well, a company.

One way to show that is to produce records – proof that the company held meetings, made resolutions, conducted, and recorded its business operations as required by Texas state law. Hopkins Centrich, The Woodlands premier business law firm, has been the law business law firm for medium-sized companies and closely held businesses for decades.

Over the years we have been the law firm for a variety of privately-owned companies from tech to software developers, healthcare providers, architectural firms, real estate developers, retailers, restaurants, breweries, CPA firms, and others. Hopkins Centrich has been the “go-to” legal advisor to start-up ventures and more mature closely held and family-owned businesses, and national enterprises for over two decades.

Business Law and Corporate Governance

Here are some of the main elements and aspects of corporate governance in Texas:

• Board of directors - The board is elected by shareholders to oversee management and steer the overall direction of the company. The board has fiduciary duties.
• Executive officers - The CEO and other officers appointed by the board handle the day-to-day management and operations of the company.
• Organizational documents - The articles of incorporation, bylaws, and shareholder agreements provide a framework for corporate governance.
• Shareholder rights - Shareholders have certain rights like electing directors, voting on major decisions, and sharing in profits. Minority shareholders are protected.
• Board committees - Committees that oversee audit, compensation, and governance handle key functions and report to the full board.
• Board leadership - Having an independent chair or lead director helps balance power with company executives.
• Board composition - Director independence, diversity, and qualifications are important for good governance.
• Shareholder meetings - Regular shareholder meetings facilitate transparency and accountability in governance.
• Disclosures and auditing - Financial reports, internal controls audits, public filings, and transparency requirements promote ethical governance.
• Compliance - Adherence to regulations, ethical standards, and legal duties applicable to corporate managers and directors.
• Governance policies - Codes of conduct, conflict of interest policies, whistleblower procedures, and other governance policies guide behavior.

Hopkins Centrich, Your Business Attorneys

Hopkins Centrich is a full-service business law firm that handles all business-related law issues (as well as the occasional compliance issue) for a variety of privately owned companies, tech firms, healthcare providers, architectural firms, among many others, as well as an advisor to start-up ventures.

Some of the typical duties we provide while ensuring that our clients are always in compliance with Texas rules concerning corporate governance:

• Review governance documents - Analyze articles of incorporation, bylaws, shareholder agreements, and board resolutions that underpin governance framework. Recommend amendments as needed.
• Counsel on board composition - Advise on structuring the board with a mix of internal and independent directors. Guidance on board leadership roles.
• Train directors on duties - Educate directors on their duties of care, loyalty, and compliance with law. Outline best practices.
• Recommend governance policies - Draft comprehensive governance policies like conflict of interest, whistleblowing, related party transactions, insider trading, and disclosure.
• Assist holding shareholder and board meetings - Ensure annual shareholder meetings are held. Attending board meetings to provide counsel. Draft meeting minutes documenting proper governance.
• Guide compliance measures - Oversee measures so company meets all SEC filing, auditing, internal controls, and other legal compliance duties.
• Confidentiality policy - Implement sound policies and protocols to safeguard confidentiality of proprietary company information.
• Equity incentives - Develop stock options and other equity-based plans to incentivize and reward management and employee performance.
• Advice on disputes - Counsel the board on governance disputes over issues like executive compensation, ethics violations, proxy battles, and shareholder lawsuits.
• Keep updated on regulations - Monitor changes in state/federal regulations impacting corporate governance and update the board on new requirements.

About Hopkins Centrich

Hopkins Centrich PLLC provides cutting-edge, high-quality, creative legal solutions for business and business owners in Texas.

Our attorneys and staff have decades of experience in virtually every aspect of business law in The Woodlands and Texas. We have designed and incorporated businesses, managed their every legal concern, engaged in litigation on their behalf, aided with mergers and acquisitions, managed mergers, acquisitions, and sales.

Hopkins Centrich knows Texas business law. We are uniquely positioned to help business owners from startup to merger or sale or transfer to family members.

When we work with a client, our sole focus is on them. We take advantage of everything technology has to offer to optimize how we work. That gives us more time to spend with you, more time to understand the issues, and more time to negotiate and prepare for trial.

We get that no one wants to contact a law firm unless they feel they absolutely have to. When they do, it almost always means that ‘things have reached a head.’

The attorneys and staff of Hopkins Centrich understand business. We understand business owners. We will make any legal process understandable; you will know what is happening with your case every step of the way, and you will never have to track us down for answers.