Corporate Governance and Board Counsel

Eversheds Sutherland regularly serves as counsel to the independent directors of fund complexes of all sizes, including for some of the largest BDC platforms. Among our primary functions, we advise independent directors on carrying out their duties and responsibilities under federal and state laws, on matters relating to board governance and best practices, and on their duties under the Investment Company Act of 1940. 

For these clients, we have recently acted as:

• Independent counsel in regulatory enforcement actions;
• Board counsel; and
• Transaction counsel.

In addition, our attorneys assist boards and their independent directors with their annual 15(c) contract approval process and provide advice on topics such as risk management oversight, cybersecurity, and directors and officers insurance policies.

We represent independent directors and special committees of boards of directors in a broad range of conflict transactions requiring independent counsel, including proxy conflicts, mergers and acquisitions, transactions with controlling shareholders, and other related-party transactions or dealings. We regularly advise the Boards of BDCs and other closed-end funds on a variety of shareholder activism matters. We can help Boards better understand trends in shareholder activism and their susceptibility to activist campaigns, and craft policies and practices to mitigate activist threats. In an increasingly complex and polarized environment, Eversheds Sutherland guides clients through sophisticated activist challenges at all phases, leveraging our PR, IR and legal know-how to defend against them. Our corporate governance, securities, transactional and litigation teams provide an integrated approach to delivering comprehensive, practical and effective solutions for the full range of business and legal issues that may arise.