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PRACTICE AREAS

Corporate Governance

Corporate governance is not just board meetings, an annual meeting and elections. Governance links to all parts of a financial institution’s operations. The OECD defined corporate governance as “the structure through which the objectives of a company are set, and the means of attaining those objectives and monitoring performance are determined.” This links closely to the more modern practice of Enterprise Risk Management. Indeed, corporate governance issues can arise in any decision made by a financial institution.

Management of corporate governance and observance of formalities is important for a host of reasons beyond strategic management of operations. These can range from prevention of piercing the corporate veil/maintaining limitations of liability with subsidiaries to preventing negative feedback from regulatory examiners.

SW&M regularly advises boards, board committees, and executive officers regarding the entire spectrum of corporate governance issues, including complex corporate transactions, fiduciary duties, annual and special meetings, elections, member/shareholder requests for information, meeting minutes, executive sessions, and privilege issues. Additionally, attorneys at the firm regularly serve as parliamentarians for member/shareholder meetings and assist in the crafting of resolutions to ensure that corporate governance formalities will be properly observed.  For Boards and committees which would like more information on their fiduciary duties (or would like assistance complying with requirements of financial literacy for federal credit union volunteers), SW&M also offers training on Fiduciary Duties.