The attorneys at Walker Eisenbraun have represented boards of directors, the independent directors of boards and regular and special committees of boards. 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
