Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
What is the proper date for a written consent of a Board of Directors? Whether it be for record keeping, corporate formalities, public disclosure or to avoid the perception of option backdating, this question is an important one.
The U.S. Attorney General’s and the Securities and Exchange Commission’s case against former Comverse executives provides that it is improper to treat a unanimous written consent as being effective “as of” a date earlier than the date the last signature was obtained. The Comverse case involved a unanimous written consent for the proposed stock option grant by the Compensation Committee. No written consent that was signed in connection with a stock option grant identified the specific date on which any Committee member had signed his or her name to the consent. No written consent identified the date on which any stock option grant had officially been acted upon by the Committee. The sole date reflected on the unanimous written consents was the “as of” date. The SEC has taken the position that the grant date for stock option grants is the date on which the directors sign the consent and cannot be some earlier date specified in an “as of” sentence in the consent.
Also, it appears that the SEC is questioning the practice of not including a date line next to each signature line. It is perceived as a practice that is intended to facilitate backdating.
As a best practice, companies should make written consents of directors effective as of the date that the last signature is obtained. After all, under Delaware law, a written consent of directors is not effective unless all directors sign it.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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