Corporate Governance and Investor Relations Services
Wherever you look, the rules of the game seem to be changing. In the aftermath of the financial crisis, we have witnessed an unprecedented scramble both to assign responsibility and to prevent recurrence. This has led to the creation of powerful new tools for investors to exercise a stronger voice in shaping corporate policy and calling management to account. At the same time, fund managers themselves are feeling greater pressure to tighten their oversight and supervision of the companies to which they commit funds. While this attention was focused on large-cap companies in the past, it is now beginning to spread to mid- and even small-cap companies, where the commitment to sound corporate governance is perceived to be weaker.
The financial crisis produced numerous new laws and regulatory requirements that created additional avenues for institutional investors to seek greater engagement with companies, boards and, in some cases, individual directors. Public companies and their counsel have already begun the work of complying with the multiple new legal requirements. But leaders at many companies are asking what else they should be doing.
Reinhart's Corporate Governance and Investor Relations Services Group was created to:
(1) Assist companies and their boards of directors in successfully navigating today's rapidly changing corporate governance landscape, and
(2) Help companies wanting to consider a more preemptive approach – taking the initiative to structure the governance and shareholder relations dialogue to best reflect their particular circumstances. In other words, not waiting for investor groups to target the company for more intensive engagement – whatever form that engagement might take.
Unparalled Experience and Insight
The Corporate Governance and Investor Relations Services Group combines Reinhart's highly respected corporate practice with the expertise and insight of two individuals, Ken Davis and Keith Johnson. They each bring a unique body of experience in developing, evaluating and implementing corporate governance policy and strategy with companies, boards, investors, regulators and lawmakers. Their blend of experience and expertise provides Reinhart's clients with insights not available from firms that lack the 360 degree perspective we offer.
Ken Davis is the Dean Emeritus of the University of Wisconsin Law School, where he continues to teach, and a respected national authority on corporate law. He has served as a consultant to boards, management and investors on issues of corporate governance.
Keith Johnson is the former General Counsel of the State of Wisconsin Investment Board and heads Reinhart's Institutional Investor Services Group. Keith works with institutional investors and has an international reputation as one of the true thought leaders on the role of investors in corporate governance.
With this full-circle perspective, the Reinhart Corporate Governance and Investor Relations Services Group goes beyond offering traditional legal services focused on compliance, securities reporting obligations and preparation of filings. We provide counsel to boards of directors and officers of public companies on the various dimensions of effective corporate governance and shareholder relationships. The Group also includes members of Reinhart's litigation practice area to give clients the benefit of a litigator's advice on practices designed to reduce exposure to shareholder disputes.
Reinhart attorneys tailor the services we provide to clients based on their distinct needs. Like most other law firms, we represent companies and boards in dialogues with investors and challenges by activists. However, we also assist companies in taking a more proactive approach toward building a supportive shareholder base – one that will facilitate long-term planning and business plan execution, while minimizing the risk of disruption.
For companies interested in this approach, the Group can:
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Develop strategies for the company to tell its governance story – putting its best foot forward – to present and prospective investors
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Create programs to reduce directors' and officers' litigation risk
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Provide an alternative that reduces the influence of proxy advisory firms
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Evaluate board and committee composition, structure and processes and recommend changes to enhance and further shareholder relations initiatives
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Review and assist in the preparation of proxy statements and other filings to make them more effective investor communication tools
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Organize and conduct in-house training for directors and C-Suite executives
For years, Reinhart has worked with institutional investors on corporate governance and investment matters. The firm currently represents many of the largest pension fund investors in the world, including clients with more than $2 trillion of aggregate assets under management. This experience allows Reinhart to bring unparalleled experience and insight to counseling corporate clients on matters involving corporate governance and investor relations.
Reinhart provides our unique capabilities to public company directors, officers and advisors. We structure our service offerings to empower clients with proactive know-how to attract patient capital and reduce exposure to unnecessary investor challenges which squander company time and money. This can help diminish client exposure to litigation and loss of reputation, as well as the risk of shareholder proposals, negative proxy votes, burdensome information requests or challenges by activists.