Corporate Governance Attorney in Chicago
Strong corporate governance protects companies, shareholders, and directors. At Liberum Law, our corporate governance attorneys in Chicago advise businesses on board structure and composition, fiduciary duty compliance, shareholder rights, corporate policies, and regulatory requirements.
Our corporate governance services include board advisory and director fiduciary duty guidance, corporate bylaw drafting and amendment, shareholder agreement preparation, annual meeting and corporate resolution management, conflict of interest policies, compliance program development, and corporate investigations and internal reviews.
Effective governance reduces litigation risk, strengthens investor confidence, and ensures decision-making transparency. Contact our corporate governance attorneys at Liberum Law for a consultation.
Frequently Asked Questions
What is corporate governance?
The structures and processes by which a company is directed and controlled — board composition and duties, officer roles, shareholder rights, meeting procedures, voting, conflict of interest policies, and compliance. Good governance protects the company from claims and aligns stakeholders.
Do small businesses need formal governance?
Even closely-held LLCs and corporations benefit from basic governance: annual meetings, documented decisions, board approval of major actions, separation of business and personal finances. Failure to follow corporate formalities exposes owners to "piercing the corporate veil" — personal liability.
What are fiduciary duties of directors and officers?
Duty of care (informed decision-making), duty of loyalty (no self-dealing, prioritize company over personal interest), and duty of good faith. Illinois law and most other jurisdictions impose these duties. Breach can lead to personal liability for damages.
Should we have a board of directors?
Corporations are legally required to have a board. LLCs are not but may have one by choice (board of managers). VC-funded startups typically structure boards to include investor representatives. We help structure boards to balance founder control, investor rights, and good governance.
What's the difference between a board and shareholders?
Shareholders own the company; the board manages it on shareholders' behalf. Shareholders vote on big issues (mergers, charter amendments, electing directors); the board handles ongoing management decisions. Many disputes arise from confusion about who decides what — clear governance documents prevent these.
