The attorneys at Walker Eisenbraun have represented boards of directors as independent counsel for the various regular and special committees of the board and for the independent directors of the board. We have represented boards in establishing, monitoring and evaluating board committees and corporate governance programs, including executive compensation programs and conflict of interest policies and procedures. We have also assisted boards in responding to unsolicited offers for the company and in structuring charter documentation to enable such offers to be considered in a thorough and careful manner, resulting in a price that is in the best interests of the shareholders.

Represented board of directors of NASDAQ-listed company in connection with special duties related to a $1,000,000,000 unsolicited offer to acquire the company

Represented board of directors of  NASDAQ- listed national insurance company with annual revenues in excess of $3,000,000,000 establishing a related parties and conflicts policy, reviewing all existing transactions involving related parties and potential conflicts and providing advice with respect to proposed transactions of similar nature over a 3 year period

Represented independent committee of the board of managers of seller in $80,000,000 sale of equity interests of energy company

Represented special transactions committee of board of directors in approximately $7,000,000 capital reorganization of chemical manufacturing company by repurchase of major stockholder stock, commercial bank financing and new investment capitalization during stockholder dispute

Represented special committee of board of directors of international exploration and production company in tender offer of all of its outstanding shares in “going private” transaction

† The senior attorneys at Walker Eisenbraun each have from five to twenty-five years’ experience at national and large regional law firms such as Weil, Gotshal & Manges and Jenkens & Gilchrist, where they specialized in sophisticated merger and acquisition transactions. The transactions described above include transactions undertaken in such earlier positions as well as more recent transactions undertaken by the firm.