Corporate Governance
Governance becomes important when a company must prove who had authority to act and how a decision was approved. Lenders, buyers, investors, auditors, and courts may all examine the same records: governing documents, consents, resolutions, minutes, and evidence of authority.
The firm advises managers, members, directors, and officers under the Texas Business Organizations Code and prepares the records required for ordinary operations and significant transactions. Governance reviews also identify where the company’s actual practices have departed from its documents.
Services
- Governance counsel to managers, members, directors, and officers
- Fiduciary duty analysis and conflict-of-interest procedures
- Board, member, and manager consents and resolutions
- Corporate authority documentation for financings and transactions
- Governance amendments, restatements, and policy frameworks
- Governance audits ahead of financings, sales, or disputes
Representative Experience
Corporate authority documentation and governance opinions supporting institutional lending transactions.
Counsel on contested authority, voting, and fiduciary matters — experience that shapes preventive governance work.
Representative matters. Prior results do not guarantee a similar outcome.
Process
Governance review
Documents, records, and actual practice, compared.
Gap memo
Where authority, records, or procedures fall short.
Remediation
The instruments and records to close the gaps.
Maintenance
Annual governance calendar and standing support.
FAQs
We’re closely held — do formalities matter?
Most, yes: they are what preserves liability protection, satisfies lenders, and wins authority disputes. The required procedures can be scaled to the company without ignoring the records that preserve authority and liability protection.
What triggers a governance audit?
An upcoming financing, a sale process, a new investor, or the first sign of an owner dispute. Before, ideally.
Do you serve as ongoing governance counsel?
Yes — most commonly inside an outside general counsel relationship.