Appropriately handling and managing matters of corporate governance can be critical to anticipating future risks, protecting the reputation and dealings of a business and, ultimately, positioning the corporation to be as successful and profitable as possible in the future.
Denver Corporate Governance Lawyer Thomas E. Downey is skilled at effectively and efficiently assisting businesses with various matters of corporate governance.
At Downey & Associates, PC, our corporate governance practice is focused on providing strategic guidance, oversight and representation to corporate directors, officers, board committees, shareholders and companies themselves.
Specifically, our corporate governance practice involves:
Developing governance best practices – For new and established corporations alike, we are effective at developing best practices for corporate governance, assessing a business’ current practices and devising reasonable alternatives. From fiduciary duties and reporting obligations to risk oversight and employee compensation, our best practices experience specifically can include (but is not limited to):
Helping corporations structure themselves and establish procedures to maintain compliance with various federal regulations (including, for instance, SEC rules)
Advising directors on various issues related to potential conflicts of interest, takeover responses and fiduciary duties
Managing stockholder nominations and communications
Conducting due diligence and serving as independent counsel for mergers and acquisitions
Working with audit committees to identify and resolve issues with financial reporting methods.
Overseeing compliance issues and related risks – In terms of compliance issues, we provide ongoing oversight and advise to corporate officers and directors when it comes to potential risks or issues associated with:
Stock exchange standards and requirements
Ethical conflicts or other potential conflicts of interest
Fiduciary duties and executive compensation
Various federal regulations, such as SEC rules, the Foreign Corrupt Practices Act, the Dodd-Frank Act, the Sarbanes-Oxley Act, etc.
Advising clients on their public disclosure obligations – This specific focus of our corporate governance practice is dedicated to:
Providing advice and oversight for various matters of disclosure, such as the public reporting of executive compensation
Providing assistance with specialized disclosure issues (such as those associated with electronic communications)
Identifying deficiencies with financial reporting procedures.
Advising and representing clients in corporate crisis – When corporations are facing crisis, such as government investigations, we can provide them with experienced, effective representation to help them resolve their crisis as favorably and efficiently as possible.
Denver Corporate GovernanceLawyer at Downey & Associates, PC
If you need assistance with any corporate governance matters, contact Denver Corporate Governance Lawyer Thomas E. Downey. Since 1983, Thomas Downey and the other legal professionals at Downey & Associates, PC, have been providing smaller businesses and larger corporations in the Denver Metro Area and throughout the U.S. with the highest level of legal service for their business, litigation, tax and real estate legal issues.
Our unwavering dedication to our clients, coupled with our extensive experience handling complex matters of corporate business law, means that our clients can always trust that we will aggressively protect their rights and help them achieve the best possible resolutions to their sensitive legal matters.
Contact Us Today
We encourage you to learn more about your rights and options, as well as our various services, by calling us at (303) 813-1111 or by emailing us using the contact form on this page.
From our law offices in Centennial, we serve clients throughout Colorado and the U.S.
Frequently Asked Questions
What are the common challenges in corporate governance that Denver businesses face?
Denver businesses often face challenges such as regulatory compliance, risk management, and maintaining transparent communication with stakeholders. At Downey & Associates, PC, we provide tailored solutions to address these issues, ensuring effective governance and minimizing potential legal and operational risks.
Why is board training important for corporate governance?
Board training is crucial as it ensures that board members are well-versed in their roles, responsibilities, and the latest regulatory requirements. For Denver companies, Downey & Associates, PC offers specialized training programs to enhance board effectiveness, leading to better decision-making and governance.
What corporate records must a Colorado corporation maintain, and who can inspect them?
A Colorado corporation must keep permanent records of board and shareholder meeting minutes, actions taken without a meeting, and accurate accounting records. The Colorado Business Corporation Act also requires maintaining a current list of shareholders and basic organizational documents for inspection. Shareholders generally have qualified rights to inspect certain records at a reasonable time if the request is made in good faith and for a proper purpose. Boards should adopt a records policy that sets retention periods and secure access procedures that align with statutory requirements. Centralizing minutes and consents helps demonstrate diligence in oversight and disclosure controls. These duties and rights are set out in Title 7, including Article 116 and section 7-116-101.
How should our board handle director conflicts of interest to protect decisions from challenge?
Colorado law defines conflicting interest transactions and provides approval “safe harbors” if material facts are disclosed and the transaction is approved by disinterested directors or shareholders. Directors must also satisfy general standards of conduct by acting in good faith, with appropriate care, and in the corporation’s best interests. Documenting disclosures, recusals, and deliberations in minutes strengthens the business judgment rule protections. Boards should obtain independent advice when conflicts are complex or involve corporate opportunities. A written conflicts policy and annual questionnaires help surface issues early and guide approval steps. The relevant rules are in C.R.S. 7-108-501 and 7-108-401, with liability standards detailed in 7-108-402.
For public companies, what committees and votes are required for executive pay and audit oversight?
Exchange-listed issuers must have an independent audit committee that meets SEC Rule 10A-3 standards and exchange listing rules. The audit committee must be able to engage advisors and oversee auditor independence and financial reporting processes. Public companies must also hold advisory shareholder votes on executive compensation and on golden parachute arrangements as required by Section 14A and related SEC rules. These say-on-pay votes do not bind the board but are a key governance signal to investors. Board charters should reflect these obligations and any NYSE or Nasdaq specific provisions. See SEC Rule 14a-21, SEC Rule 10A-3, and NYSE Section 303A guidance.
How can our Denver business address corporate crises with the help of Downey & Associates, PC?
In times of corporate crises, such as government investigations, our firm provides experienced representation to resolve issues efficiently. We help Denver businesses navigate legal challenges, ensuring minimal disruption to operations. For immediate assistance, contact us.
Additional Information in Denver, Colorado
SEC - Corporate Governance Guidelines and Policies: The SEC's Corporate Governance Guidelines and Policies provide detailed information on the principles and regulations governing corporate behavior and responsibilities. This resource outlines the expectations for corporate conduct, emphasizing transparency, accountability, and ethical management practices to ensure investor protection and market integrity.
Governance and Related Topics - 501(c)(3) Organizations: This document from the IRS provides an overview of recommended governance practices for nonprofit organizations. It covers essential aspects such as mission, organizational documents, governing body structure, financial integrity, and transparency.
National Association of Corporate Directors - Governance Guidelines: Provides detailed governance guidelines and best practices for board members, aimed at enhancing board effectiveness and corporate accountability. This resource outlines the roles, responsibilities, and ethical standards expected of directors, offering valuable insights into maintaining robust governance structures.
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Downey & Associates PC represents clients in Denver and in the surrounding Colorado communities including Englewood, Littleton, Aurora, Greenwood Village, Broomfield, Boulder, Westminster, Fort Collins, Colorado Springs, Adams County, Denver County, Arapahoe County, Douglas County, Jefferson County, Boulder County, Larimer County and El Paso County.
