The Woodlands Corporate Governance Attorneys

Corporate Governance Legal Services for Texas Businesses

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 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 the 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 the 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.

Good Governance Is What Protects You When Things Go Wrong

Hopkins Centrich has served as outside general counsel to closely held Texas businesses for over two decades, and governance failures are among the most common — and most preventable — problems we encounter. Missing board resolutions, inconsistent recordkeeping, undocumented decisions, and outdated governing documents create personal liability exposure and give opposing parties ammunition in disputes. We help clients build governance frameworks that actually function in the real world, not just on paper, and we maintain them over time so they remain current as the business evolves.

Call (254) 249-5436 or contact us online.