Good governance reduces exposure to claims, preserves limited liability protections, and fosters clearer succession and ownership transitions. Compliance programs help identify regulatory obligations, prevent penalties, and show regulators and counterparties that the business operates with integrity. These measures collectively support investor confidence and operational continuity.
Clear bylaws, recorded minutes, and consistent policy application protect limited liability and demonstrate adherence to formalities. This clarity reduces shareholder disputes and clarifies authority during transitions, making it easier to enforce agreements and defend decisions if challenged.
We prioritize clear, actionable guidance that fits each client’s size and risk profile. Whether drafting bylaws, advising on fiduciary duties, or building a compliance program, our work balances legal protection with operational usability so boards and managers can implement and sustain recommended measures.
When gaps are found, remediation plans prioritize corrective actions, assign responsibilities, and set timelines. Continuous improvement cycles refine policies and controls so governance and compliance evolve with the business and regulatory landscape, reducing future exposure and operational disruption.
Basic governance documents typically include articles of incorporation or organization, bylaws, an operating agreement for LLCs, and any shareholder agreements for corporations. These documents set decision making rules, ownership rights, officer roles, and voting procedures that define how the business operates and resolves disputes. Maintaining updated minutes, resolutions, and corporate records is equally important to demonstrate compliance with formalities. Counsel can review existing documents, recommend amendments tailored to your business structure, and help implement processes that ensure records are consistently created and preserved for legal protection.
Boards should meet at a cadence that matches the company’s needs, often quarterly for stable operations and more frequently during growth or transition periods. What matters most is documenting decisions with minutes, resolutions, and approvals that reflect deliberation and proper authority for significant corporate actions. Keeping concise, accurate minutes that record attendance, motions, votes, and material deliberations helps protect decision makers and supports corporate formalities. Legal counsel can draft minute templates and advise on what substance to include for meetings that affect governance or transaction outcomes.
A shareholder agreement is advisable when multiple owners need clear arrangements for transfers, buyouts, voting, and dispute resolution. It is valuable for preserving business continuity, setting valuation methods for transfers, and establishing predictable processes if a shareholder wishes to exit or an ownership conflict arises. These agreements are particularly useful where owners have differing objectives or when there are minority owners whose rights need protection. Drafting a well tailored agreement reduces the risk of protracted disputes and provides mechanisms for orderly ownership changes.
Managing conflicts of interest begins with a written policy requiring disclosure and recusal procedures for directors, officers, and key personnel. Regular disclosure forms and an independent process for reviewing related party transactions help ensure decisions are made in the company’s best interest. Documenting the review, approval, and any safeguards used for conflicted transactions protects decision makers and the company. Counsel can help design disclosure templates, review complex transactions, and recommend governance steps to manage perceived or actual conflicts effectively.
A simple compliance program should include a code of conduct, clear reporting channels, basic policies addressing material regulatory obligations, and periodic training for employees and management. Risk prioritization helps focus resources on the most significant legal exposures relevant to the business. Monitoring and incident response procedures complete the program by enabling quick investigation and corrective action when concerns arise. Even a scaled program that fits company size can demonstrate a commitment to lawful operations and reduce regulatory and operational risk.
Good governance practices, including observing corporate formalities and maintaining proper records, support limited liability protection by showing the company operates as a separate legal entity. Consistent documentation of board decisions and adherence to bylaws reduces the likelihood that courts will treat owners as personally liable for corporate obligations. Failure to maintain governance formalities or to address conflicts or improper transfers can increase personal exposure for owners and managers. Legal guidance helps identify gaps and implement practices that preserve liability protections and strengthen the company’s legal posture.
Before seeking investment or sale, ensure governing documents, shareholder agreements, and corporate records are in order. Clear documentation of ownership, approved transactions, and up to date minutes helps avoid surprises during due diligence and supports valuation by demonstrating disciplined governance. Addressing outstanding compliance issues, formalizing policies, and resolving potential conflicts or undisclosed liabilities prior to investor review improves negotiation leverage and reduces the risk of post closing disputes. Counsel can coordinate pre transaction cleanup and prepare governance materials for review.
Preparing for a regulatory audit begins with assembling corporate records, documenting relevant policies, and ensuring responsive channels are available for inquiries. A prompt review of the facts and documentation can narrow the scope of inquiry and present the company’s organized compliance posture to investigators. Having clear policies, a documented compliance program, and evidence of remediation steps taken when issues were detected enhances credibility with regulators. Legal counsel can assist in preparing responses, coordinating document production, and advising on interaction strategies that protect the company’s interests.
Update bylaws and governance policies when ownership changes, the business structure evolves, applicable laws change, or operational realities require new procedures. Regular reviews, at least annually or during material business changes, ensure documents remain aligned with company practices and legal requirements. Periodic updating also helps incorporate lessons learned from audits or disputes and ensures that governance arrangements support current strategy. Counsel can recommend updates and draft amendments that preserve continuity while addressing new governance needs.
Hatcher Legal, PLLC assists with drafting and revising governance documents, designing compliance programs, conducting record reviews, and advising boards and owners on fiduciary obligations. The firm provides practical legal guidance aimed at creating durable documentation and procedures that support business goals and regulatory compliance. We work with clients to prioritize actions, implement training, and establish monitoring measures that fit the company’s size and industry. Our focus is on clear, actionable solutions that reduce legal risk and facilitate orderly business operations and transactions.
