Areas Of Concentration
- David Audley
- David Barritt
- Michael Benz
- Matthew Boba
- Paul Carman
- Robert Criswell
- Keith Cyzen
- Anthony DiGiacomo
- Walter Draney
- Todd Freier
- William Hermann
- Jonathan Koff
- William Libit
- Joseph Lombardo
- John Martin
- Terence O'Meara
- Dianne Rist
- Catherine Rossouw
- James Sullivan
- William Tueting
- Brittany Viola
- Richard Wohlleber
The firm's attorneys provide corporate and business counseling in virtually all fields of business law, both domestically and internationally. We serve a wide range of clients, both publicly and privately held, including financial services institutions, such as financial holding companies, banks and bank holding companies, investment advisors, insurance companies, manufacturers, distributors, wholesalers, retailers, utilities, contractors, transportation companies, professional service providers, pension funds and not-for-profit entities.
Included in the full range of corporate and business counseling services are general corporate, business contracts, mergers and acquisitions, employee benefits and executive compensation, taxation, Sarbanes-Oxley compliance, disclosure and stock exchange requirements, real estate and environmental, commercial litigation and dispute resolution.
Corporate Counseling Updates
- Corporate Governance Quarterly UpdateMarch 2017
Since the U.S. Supreme Court’s 2010 decision in Citizens United, which effectively invalidated restrictions on certain corporate political contributions, various shareholder activists and corporate governance advocates have increasingly sought corporate disclosure of such contributions.
- Corporate Governance Quarterly UpdateGetting Governance Right: A Handbook for Today's CEOs and the Board of Directors (e-Book)February 2017
“Board refreshment” is currently a hot corporate governance topic. A board of directors’ ability to “refresh” itself on a regular basis can help ensure that the board is comprised of the proper mix of directors to meet both current and long‑term needs of the board, the company and shareholders, and provide the necessary oversight of the company’s evolving corporate strategy and risks.
- Corporate Governance Quarterly UpdateInsights: The Corporate & Securities Law AdvisorJanuary 2017
This update provides general information regarding say-on-pay frequency, summarizes the current say-on-pay frequency policies and positions of several large asset managers and pension funds, leading proxy advisory firms and certain corporate governance advocates, and presents practical considerations for boards to help facilitate discussion.
- Client AlertNovember 28, 2016
On November 22, Judge Mazzant III issued a preliminary injunction halting the Department of Labor's impending overtime rule from going into effect nationwide. The rule would raise the salary basis threshold for “white collar” overtime exemptions from $455 per week ($23,660 annually) to $921 per week ($47,892 annually).
- ArticleInsights: The Corporate & Securities Law AdvisorSeptember 2016
Corporate boards increasingly are considering whether it is in the best interests of the board, the company and its shareholders to establish a separate risk committee. Investors, proxy advisory firms and other corporate governance advocates also have developed expectations with respect to board risk oversight responsibilities.
- Corporate Governance Quarterly UpdateSeptember 29, 2016
Today, many shareholders may feel that the traditional investor communication and relations model is not adequate. Often, written communications are viewed as impersonal and outdated and shareholder meetings typically occur only annually and are rarely seen as leading to meaningful dialogue.
- Client AlertSeptember 22, 2016
On September 20, 2016, 21 states filed a suit to block the Department of Labor’s rule for “white collar” overtime exemptions from going into effect. The four‑count complaint pending in the Eastern District of Texas seeks a declaratory judgment that would prohibit the rule from going into effect, or at least prohibit the rule from applying to the states.
- ArticleMore Than a Lack of Enthusiasm Required for a Party to Violate Its “Commercially Reasonable Efforts” CovenantTransaction AdvisorsQ3 2016 (Originally Published July 18, 2016)
In merger and acquisition and other commercial agreements, the parties often agree to undertake “commercially reasonable efforts” in support of the transaction. In a recent case, the Delaware Chancery Court analyzed whether a prospective acquirer violated its agreement to use “commercially reasonable efforts.”
- Corporate Governance Quarterly UpdateCorporate Compliance InsightsJuly 27, 2016 (Originally Published June 24, 2016)
“Board refreshment” is currently a hot corporate governance topic. This corporate governance update focuses on director succession planning and the critical role it plays in board refreshment.
- Client AlertMay 18, 2016
On May 18, 2016, the Department of Labor issued the final version of the its overtime rule, which officially raises the salary basis threshold for “white collar” overtime exemptions to $47,476 per year, or $913 per week, increasing the applicability of the Fair Labor Standards Act to an additional 4.2 million employees.
- ArticleLaw360April 1, 2016 (Originally Published March 18, 2016)
Law360 republished a Chapman Corporate Governance Quarterly Update.
- Client AlertMarch 23, 2016
In a move that has been anticipated for months, on March 15, 2016, the Department of Labor took one of the final steps toward making its new overtime rules a reality.
- Corporate Governance Quarterly UpdateCorporate Governance Quarterly UpdateMarch 18, 2016
Oversight of a company’s enterprise risks has recently evolved into one of the board’s most critical fiduciary duties and responsibilities. Since enterprise risks do not remain static and are often interrelated and complex, it is imperative that boards maintain continuous risk oversight.
- ArticleLaw360January 19, 2016 (Originally Published December 8, 2015)
Law360 republished a Chapman Corporate Governance Quarterly Update.
- Corporate Governance Quarterly UpdateShould Audit Committees Voluntarily Step Up Their Game? Practical Considerations to Guide 2016 Audit Committee Disclosure DiscussionCorporate Governance Quarterly UpdateDecember 8, 2015
With the 2016 proxy season quickly approaching, reporting companies will begin contemplating the various disclosures they will make. Increasingly, audit committees in particular are being asked to voluntarily provide enhanced disclosure relating to how they perform their oversight duties and responsibilities.
- Corporate Governance Quarterly UpdateInsights: The Corporate & Securities Law AdvisorOctober 2015 (Originally Published September 29, 2015)
Insights: The Corporate & Securities Law Advisor republished an issue of Chapman's Corporate Governance Quarterly Update.
- Corporate Governance Quarterly UpdateThe Columbia Law School Blue Sky BlogAugust 13, 2015 (Originally Published June 29, 2015)
The Columbia Law School Blue Sky Blog republished a Chapman Insights article.
- Client AlertJuly 21, 2015
On June 30, 2015, the Wage and Hour Division of the Department of Labor released a Notice of Proposed Rulemaking that overhauls the Fair Labor Standards Act’s overtime regulations.
- ArticleThe Corporate BoardMarch/April 2015
The Corporate Board published an article written by Chapman attorneys.
- ArticleInsights: The Corporate & Securities Law AdvisorMarch 2015
Insights: The Corporate & Securities Law Advisor published an article based off a Chapman Insights article.
- ArticleThe Harvard Law School Forum on Corporate Governance and Financial RegulationFebruary 24, 2015
The Harvard Law School Forum on Corporate Governance and Financial Regulation posted an article based on a recent Chapman Insights.
- Corporate Governance Quarterly UpdateFebruary 10, 2015
While proxy access did not garner significant attention over the past two proxy seasons, it has struck 2015 with a vengeance and is one of the most notable early developments of this proxy season.
- Corporate Governance Quarterly UpdateIs 75 the New 68? Director Tenure, Mandatory Director Retirement, and Related Issues in a Time of Heightened Scrutiny of BoardsCorporate Governance Quarterly UpdateDecember 29, 2014
Director tenure, board entrenchment, and board refreshment are corporate governance buzzwords that increasingly are becoming hot-button issues for institutional investors, proxy advisory firms, shareholder activists, and other governance advocates.
- ArticleInsights: The Corporate & Securities Law AdvisorOctober 2014
A Chapman article was published in the October 2014 issue of Insights: The Corporate & Securities Law Advisor.
- Corporate Governance Quarterly UpdateCorporate Governance Quarterly UpdateSeptember 30, 2014
It has been reported that approximately two-thirds of companies in the U.S. are affected by fraud, losing an estimated 1.2% of revenue each year to such activity.
- ArticleThe Harvard Law School Forum on Corporate Governance and Financial RegulationJune 18, 2014
A recent Chapman Insight on proxy advisory firms was posted by the Harvard Law School Forum on Corporate Governance and Financial Regulation.
- Corporate Governance Quarterly UpdateCorporate Governance Quarterly UpdateMay 30, 2014
The 2014 proxy season, like previous seasons, has provided shareholders of public US companies with an opportunity to vote on a number of corporate governance proposals and director elections.
- ArticleThe Harvard Law School Forum on Corporate Governance and Financial RegulationDecember 28, 2013
A Chapman Insights article was posted by the Harvard Law School Forum on Corporate Governance and Financial Regulation.
- Corporate Governance Quarterly UpdateChapman InsightsNovember 2013
Companies today are being called upon by their shareholders and other stakeholders to not only boost the bottom line, but also to help address some of the country’s most challenging problems, including those concerning economic development and the environment.
- ArticleNovember 27, 2013