Corporate Governance

Corporate Governance is the vital link between share ownership and representation in the boardroom. It is central to claims of improper practice relating to SOX and ERISA compliance, executive compensation, change of control transactions, insider transactions, related party transactions and numerous other matters.

The topic of corporate governance has received tremendous media attention following the scandals of the past decade and the recent financial crisis. The principles underlying solid corporate governance, however, are not new and are solidly grounded in the theoretical and empirical academic literature. The fundamental concept is inherently simple: corporate governance seeks to align the best interest of owners (shareholders) and managers (executives). The techniques for this alignment include an array of agreements with executives, including employment agreements, change in control agreements, and other incentive agreements. Such agreements must be properly designed to reward value-creating actions, and must include vigilant board oversight as well as internal auditing. Also playing a role in the aligning the best interests of owners and managers are the nation’s laws and regulations, the market for corporate control, external analysts and the stock market itself.

FSG professionals have a proven record of providing valued advice and support to firms in all areas of corporate governance. Our consultants and academic experts have considerable expertise in the economic, financial, accounting, and valuation issues that are crucial to proper corporate governance. They recognize the interrelated nature of corporate governance with other functional areas and specific corporate decisions. For example, claims of improper compensation structures require the coordinated expertise in governance procedures as well as a solid understanding of key financial principles related to compensation.  

Executive Compensation

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