Strategic advice for corporate governance

PJ SOLOMON advises management teams and boards of directors on their vulnerability to, and defense from, shareholder activism and unsolicited or hostile takeover bids. At their core, both potential threats involve questions of shareholder value while shareholder activism also concerns corporate governance.

Our work combines a strategic and financial evaluation of the client’s alternatives for enhancing shareholder value with a careful review and consideration of the client’s governance profile. The effectiveness of this advice is optimized when advanced preparation and coordination of efforts with other advisors (e.g., lawyers, public relations, etc.) is possible.

Specific services within our scope of work typically include:

  • Assessment of corporate vulnerability and analysis of structural defenses Identification and prioritization of key strategic alternatives
  • Review and analysis of recapitalization, stock repurchase, dividend, or going-private alternatives
  • Evaluation and, if relevant, execution of a strategic acquisition program
  • Preparation of a “response playbook” for various unsolicited approaches Identification of potential unsolicited suitors or activists
  • Benchmarking of corporate governance policies
  • Assessment of the impact of a change in control