What is corporate governance work like? Forum

[FrenchPrince]

Day-to-day, engagement with Boards, etc. Heard some rumblings about it but never quite understood the job in the law context

[Anonymous User]

I do some corporate governance work for not-for-profits. You become expert at the corporations governing documents and how they apply to everything (procurements, fiduciary duties, compliance matters). A lot of it is dealing with the Board of Directors and any Committees and drafting resolutions and other documents for meetings. The rest is compliance with state and federal regulations and reporting. I’m also the main contact for any conflicts or ethics questions.

[Anonymous User]

I was in the corporate governance group at an i-bank. Some of the work was entity management, drafting all the board consents and stockholder/member/partner consents for forming new entities, or when entities were part of a deal or transaction, we were involved with that and making sure the right entities were involved, had the power to take whatever action was needed for the deal, etc. Other parts were dealing with our main, top level board, coordinating with the various departments on what was being presented, judging what deals or transactions or new business lines were substantial enough to require board approval, and drafting minutes/consents. Also dealt with some regulatory and compliance work, since as a financial institution our regulator needed to know a lot about our entity structure and board stuff.

An example of us getting involved was when the tax bill got passed in late 2017, there was a scramble to reroute internal lending and cash flow to avoid certain taxes on cross border lending before January. We worked with the internal finance team to draft all the consents and internal lending documents to change up whatever needed to be done so that entity x was no longer lending to entity y and the cash came from entity z instead. Overall, a mix of boring standard stuff, becoming an expert of internal governance documents, and getting involved with new transactions and business lines.

[JHP]

I do some corporate governance work for not-for-profits. You become expert at the corporations governing documents and how they apply to everything (procurements, fiduciary duties, compliance matters). A lot of it is dealing with the Board of Directors and any Committees and drafting resolutions and other documents for meetings. The rest is compliance with state and federal regulations and reporting. I’m also the main contact for any conflicts or ethics questions.

I do corporate governance work for private and public companies and I think the above is a good summary of it. Remember that if you are going to a firm, though, you will not only have some of the general questions about corporate governance (what is ISS paying attention to, what are the legal and ethical concerns they should be thinking about (board diversity is big right now, for example), what is typical for how many people you have on the board and their qualifications and how the board is structured, etc.), but you can also get harder more complicated questions that are more about "what are you seeing in the market with other clients" and what impact their governance decisions could have on annual meeting concerns (for public companies). Corporate governance is also not really a stand-alone practice area--it's more a type of knowledge/question that you'll get in context of other stuff, like public company reporting and also in merger or IPO contexts (like "what kind of governance steps do we need to take when approving this big merger" and "how and why should we structure our board this way in an IPO context").