CORPORATE GOVERNANCE

With a focus on advising foreign investors, funds, or family offices with U.S. investments or connections, Florentina helps her clients navigate U.S. corporate governance issues. Florentina has extensive experience in U.S. corporate and securities law, securities litigation, white-collar crime, director and officer liability and indemnification, insolvency law and regulatory affairs. She also teaches Company Law, a corporate law class with a comparative approach, at IÉSEG School of Management, in Lille.

Florentina can follow the internal governance of your U.S. companies on either an ad-hoc basis or as an outside general counsel.

Florentina can advise on a broad range of corporate governance matters, including:

board composition, structure and requirements, including fiduciary duties
director and officer liability and insurance
codes of ethics
regulatory and internal investigations
responding to stockholder demands
whistleblower procedures
executive compensation
litigation avoidance
audit and independent board committee issues
M&A transactions, including those involving insiders or controlling stockholders

Florentina can also advise boards of directors and investors on the need for, and the creation of, special committees, and has represented special committee members in disputes arising from transactions. She can assist special committees in evaluating and negotiating proposed transactions, advise on fiduciary duties and document the committee’s process to ensure it is given proper recognition by the courts.

REPRESENTATIVE MATTERS

Represented special committee members in dispute arising from going-private transaction of company in the battery industry.
Represented compensation committee in responding to stockholder demand for corporate governance reform and negotiated private settlement of same.
Represented compensation committee in executive compensation negotiations.
Advised privately held company in structuring stock split.
Advised public and private companies on disclosure requirements.
Represented public company board members in expedited litigation regarding proxy contest.

RELATED INSIGHTS

The Delaware Flip and Ensuing Litigation Risks

For foreign founders building a company with ambitions to raise capital from U.S. investors, the “Delaware flip” has become a familiar part of the startup playbook. The basic idea is straightforward: a founder initially incorporates a company in their home jurisdiction and later creates a Delaware corporation or holding company above the existing business. The Delaware entity becomes the parent, while the original foreign company typically becomes a subsidiary.

The Role of a Private Equity-Backed Board Member: Balancing Investor Returns, Fiduciary Duties, and Long-Term Value Creation

Private equity-backed companies operate within a distinctive governance environment. Unlike the directors of many publicly traded companies, directors of private equity portfolio companies often work closely with a controlling investor that has a defined investment thesis, a finite investment horizon, and ambitious expectations for growth, operational improvement, and eventual exit.