CORPORATE GOVERNANCE | Marc Cunningham LLC

Corporate Governance

Performs General Counsel and Secretarial functions such as preparation and maintenance of corporate books and records, for minority business enterprises (MBEs) and women business enterprises (WBEs).

Drafting and review of corporate documents, no-action letters, vendor contracts and master services (MSA) agreements, professional services agreements, employment agreements, leases, interpretive requests, advice to boards, their committees and their financial advisors regarding board and committee charters, board composition and structure, board oversight of risk management and cybersecurity, conflict of interest avoidance, corporate policies, crisis management, ethics, evaluation of strategic alternatives (such as acquisition, divestiture or merger proposals), executive compensation, fiduciary duties of directors and officers, internal investigations, management succession and compensation, New York Stock Exchange (NYSE) and the National Association of Securities Dealers Automated Quotations System (NASDAQ) governance standards, proper board procedures, proxy advisory firm standards, SEC disclosure obligations, shareholder agreements, whistleblower claims.

Compliance with and enforcement of disclosure and transparency standards throughout various enterprises, such as: corporations; data; drug pricing; financial (such as SEC); healthcare; medical – such as for personal information (PI) in the European Union (EU) and personally-identifiable information (PII) in the United States (US); pharmaceuticals; pricing; private companies.

Coordination of due diligence activities, intellectual property (IP) searches, communications and data flow between the functional teams.

Authored new, and reviewed and revised existing, protocols, procedures and corporate policies governing records management and records retention, corporate governance, compliance, risk management, ethics, HR, approvals, security, privacy, and all aspects of corporate functioning for more than 200 corporate entities.

Collaborates with internal stakeholders to prepare and manage global corporate policies and compliance, with particular focus on anti-bribery, antitrust, data privacy, export control laws, European Union (EU) General Data Protection Regulation (GDPR), Foreign Corrupt Practices Act (FCPA) and the Office of Foreign Assets Control (OFAC), and oversight of renewals for all insurance lines and required corporate filings.

Assisted senior management in preparation for Board meetings and annual stockholder meetings.

Provided support to management, staff and Board of Directors in rulemaking matters, including drafting and revising by-laws, corporate policies, minutes of meetings, resolutions and other corporate operational documents.

Prepared and reviewed annual stockholder meeting documentation, press releases and other disclosure materials.

Preparation and review of Securities Exchange Commission (SEC) reporting forms 1, 1-A, 1-E, 1-K, 1-N, 1-SA, 1-U, 1-Z, 2-E, 3, 4, 5, 6-K, 7-M, 8-A, 8-K, 8-M, 9-M, 10, 10-D, 10-K, 10-M, 10-Q, 11-K, 12b-25, 13F, 13H, 15, 15F, 17-H, 18, proxy statements and other miscellaneous securities filings, as required.

Collection and review of related privacy and data usage issues (such as the extent to and locations from which any PII is collected, distributed or used), corporate privacy audits, policies and protocols, EU and Health Insurance Portability and Accountability Act (HIPAA) considerations.

Coordination of due diligence activities, intellectual property (IP) searches, communications and data flow between the functional teams.

Assistance to family-owned and founder-owned businesses regarding agreement and contract drafting and negotiation, compensation and incentives for employees, employment issues, licensing requirements, outside investment, regulatory compliance, succession planning, and critical business protections, such as restricting the transfer of shares and applying business perspectives to estate planning.

Strategies to address various stockholder activism issues, such as stockholder proposals for governance reforms, corporate Environmental, Social, and Governance (ESG) policies, other disclosure demands, requests for board refreshment or representation, strategic demands or a hostile takeover, significant experience counseling boards and management, with advice on evaluating, responding to and defending against activists from the initial contact through public or private resolution or proxy contest, governance and disclosure best practices, anti-takeover defenses and positive stockholder outreach initiatives.

Testing, use, recommendation, specification and procurement of various enterprise performance management (EPM) platforms, such as A3 Modeling, Adaptive Insights Business Planning Cloud, Anaplan, Board, Corporator, Axiom Software, Host Analytics, IBM Cognos TM1, IBM Planning Analytics, idacti, Fathom, FinPro, Infor Dynamic Enterprise Performance Management, Longview, OneStream, Oracle Hyperion Planning, Oracle NetSuite PBCS, Profitbase BI, Prophix, SAP Analytics Cloud, Solver BI360, TCM Software, Tidemark, Tru Sky, Vena Solutions, XLReporting, Visible.

Testing, use, recommendation, specification and procurement of various virtual data room (VDR) software platforms, such as Ansarada, Aversure Data Room Service, Box Virtual Data Room, Brainloop, CapLinked, Citrix ShareFile Virtual Data Room, DataCore Virtual Data Room, DealRoom, Digify, DocSend, Document Vault, Donnelley Financial Solutions VenueSM, Drooms Virtual Data Room, eFileCabinet, Egnyte, EthosData Data Room, Firmex Virtual Data Room, Google Drive, HighQ Virtual Data Room, Huddle, iDeals Virtual Data Room, Intralinks Virtual Data Room, Ipreo Prism Virtual Data Room, Merrill DatasiteOne, Onehub, Projectfusion, RCM Virtual Data Room, RR Donnelley Venue Data Room, SecureDocs Virtual Data Room, ShareFile Virtual Data Room, SunGard DX, Syncplicity, V-Rooms, Vitrium Security.

Last updated 210508_2152