Editorial: Corporate Governance in Texas
01 May 2007
Boards of directors at public companies often require advice from their outside counsel on sensitive matters relating to corporate disclosure, governance and policy issues, as well as dealing with new laws, regulations, stock exchange rules and governance principles. The lawyers in this chapter have proven track records in providing this advice, and will counsel corporations on issues arising in routine operations and in extraordinary transactions.
The firms with the largest corporate practices are, unsurprisingly, the ones best positioned to offer these services, and the majority of the individuals who appear in this chapter can also be found elsewhere in this publication as leaders in other areas of corporate law. Overall, our research has identified 21 lawyers from 13 firms across the state who can be relied upon to provide the very highest levels of service in this area.
Baker Botts LLP is one of three firms with three nominees. David Kirkland, Charles Szalkowski and Stephen Massad all appear in this chapter, as well as in the M&A chapter and, in the latter’s case, the capital markets chapter. Kirkland is chair of the firm’s corporate practice and “a lawyer of some standing in the Houston community”. Known for his knowledge of director liability issues, he is particularly well regarded for his oil-related transactional work and the related governance questions that arise. From the same office, Szalkowski – described as an “outstanding lawyer” – has been general counsel of the firm since 2005. In that role he advises his partners and colleagues on professional, ethical and other matters. He is also a member of the advisory board of BioHouston and was on the audit committee of a large public company in the investigation of embezzlement by a senior executive. Massad is also based in Houston, and is “one of the top lawyers in the state”. Former chair of the firm’s corporate department, he is said to be “of the highest quality” in corporate and securities work, as well as his advice to companies and boards of directors on governance matters, and audit committees in internal investigations.
Three partners from Vinson & Elkins LLP’s firm’s corporate governance and compliance group appear in this chapter. Mark Kelly in the Houston office, another individual to win recognition in three chapters, was described to researchers as “absolutely first-class”. Well known for his M&A and securities work, he also acts as general counsel for several public and private corporations and is past chair of the Houston Bar Foundation’s professionalism committee. Michael Wortley is administrative partner of the firm’s Dallas office. He is known to give “excellent advice” to boards of directors and executives regarding sensitive corporate matters and transactions, including matters such as takeover defences, fiduciary duties, executive compensation, and financings and restructurings. From the same office, Jeffrey Chapman comes “highly recommended” by our sources. Praised for his “sensitive and practical advice” to boards, he completes V&E’s featured trio.
Weil Gotshal & Manges LLP has won the Who’s Who Legal ‘Corporate Governance Law Firm of the Year Award’ for the last three years, and its Dallas office demonstrates this excellence with three featured partners. Gilbert Friedlander was described as “quite superb”, and benefits from his previous experience as executive vice president, general counsel and secretary at Electronic Data Systems Corporation. As such, he was responsible for EDS’s office of ethics and business conduct as well as coordinating board meetings and activities, and many other responsibilities. At Weil Gotshal he has conducted internal investigations, advised boards and board committees, as well as representing individuals and companies before the SEC and other regulatory bodies, and the special committee of 7-Eleven in connection with its successful ‘going private’ transaction. Mary Korby joins him as a “major corporate player” in the state; and Michael Saslaw, like Korby, also appears in the M&A chapter and is a “very savvy operator”.
Fulbright & Jaworski LLP’s duo from the Houston office is led by the “exceptional” Charles Still. Former head of the firm’s corporate department, he is praised for his “up-to-date knowledge” and experience of corporate governance-related litigation. Michael Conlon is partner in charge of the Houston office, and a “very fine practitioner”. He was picked out for his expertise in the representation of special committees of boards of directors regarding takeover offers and corporate restructurings in particular. Mayer Brown LLP also boasts multiple representation (both lawyers are based in the Houston office, and both also appear as experts in the M&A chapter). Marc Folladori is particularly well known for his advice on a range of corporate compliance issues, including SEC disclosure and reporting requirements, while co-practice leader of the corporate and securities department Robert Gray has a “fine reputation”. Experts from several other firms appear in this chapter. Akin Gump Strauss Hauer & Feld LLP’s Chris LaFollette is a founding director of the National Association of Corporate Directors – Houston chapter – and a frequent speaker to boards of directors and at seminars on Sarbanes-Oxley compliance, periodic reporting, audit committee standards and the insider trading requirements of federal securities laws. Robert Jewell at Andrews Kurth LLP is one of the few individuals to be listed in three areas of this publication, having garnered an impressive number of recommendations. “He definitely belongs on any list of the best” and is thought to be “absolutely exemplary for compliance counselling”. Bruce Cheatham gives Bracewell & Giuliani LLP a presence in this chapter. He has served as corporate and securities counsel to a variety of public companies, and has advised boards of directors, board committees and management on all corporate governance issues and Sarbanes-Oxley compliance matters. Fletcher Yarbrough of Carrington Coleman Sloman & Blumenthal LLP is listed here and in the commercial litigation chapter. One source commented that he is a “fine gentleman and a wonderful lawyer”. Managing partner of the firm, he is known for both counselling and litigation work: “I would give him very high marks”, said one respondent.
Larry Schoenbrun from Gardere Wynne Sewell LLP has a “top-notch reputation” and has served as counsel for special committees of boards of directors regarding affiliate transactions and conflict situations, as well as for audit committees in various corporate governance issues. Also in Dallas, Irwin Sentilles of Gibson Dunn & Crutcher LLP is a “definite for inclusion on a list of the best”. Phillip Kushner of Greenberg Traurig LLP also performed well. Kushner has experience as a member of the board of directors of Hybrid Networks, and was described to researchers as “thorough and reliable”. Finally, we recognise Michael Boone of Haynes and Boone LLP in Dallas. Described as a “gold mine of experience and expertise”, he is one of the co-founders of the firm and a “giant of Texas corporate law”. He recently represented the special board committee of an NYSE company in an insider trading investigation, and is a recognised authority on corporate governance, public disclosures, officer and director responsibilities, and accountability and corporate ethics.