From its inception Governance and Transactions has assisted mid-sized companies with divestitures that would otherwise prove too distracting for existing operational management. The firm also assists with the legal structuring of international operations, particularly where joint ventures are involved.

Governance and Transactions’ governance and compliance services are particularly suited to companies contemplating, executing or integrating after a strategic transaction. The firm’s engagements have included:

Governance Diligence

Jim has provided listed and private equity owned clients with support in the diligence process where the reliability of financial reporting and internal controls, quality of tone at the top, and effectiveness of policies at target companies and potential joint venture partners has been critical to the transaction. When a client is contemplating a merger of equals, or a very significant acquisition, the quality and effectiveness of the other company's governance can be a critical aspect of assessment and integration planning.

Compliance Diligence

Jim has considerable experience with due diligence in situations involving challenging compliance issues, from both the buyer and seller perspective. He assisted companies subject to the US Department of Justice’s most extensive guidance on the diligence necessary to avoid successor criminal liability.

Governance Structure

Jim has assisted the creation of several “state-of-the-art” Boards for newly formed NYSE and Euronext listed companies arising from spin-offs and “mergers of equals”. He has also assisted private equity firms with the development of appropriate governance structures for portfolio companies preparing for IPO, and for family owned companies restructuring after a major governance or financial failure.