Board Governance

We represent individual board members and board committees in a wide variety of legal and corporate governance contexts.  We regularly represent board members and full boards who are named as defendants in securities or derivative lawsuits.  We are also experienced in handling internal investigations and other matters under the purview of Audit Committees, Special Litigation Committees, Executive Committees, and Compliance Committees.  Where circumstances warrant, we will also provide shadow counsel to individual board members, officers, or senior employees in legal matters where joint representations are appropriate, yet where the potential for divergent interests or conflicts may arise during the life cycle of the matter.

Example of our work:

  • We have represented individual board members, groups of board members or full boards in multiple derivative and class lawsuits arising in M&A litigation contexts.
  • We have represented board members in multiple federal class action lawsuits under the federal securities laws challenging allegedly false and misleading statements made in connection with IPO or secondary offerings.
  • We represented a group of board members who formed an Executive Committee in connection with a proxy contest and attempted hostile takeover of a public company's board of directors, ultimately leading to a trial in Delaware Chancery Court in which the Executive Committee prevailed in defense of claims by the entrenched CEO and Chairman of the Board.
  • We lead an internal investigation for a special board committee formed to understand and address allegations of misconduct by a senior officer of a major social finance company.
  • We lead an internal investigation for the Audit Committee of a health care company alerted to a serious revenue accounting allegation, and associated employment-related issues, associated with an outgoing CFO.
  • We assisted the Compliance Committee of a publicly traded life science company to assess the scope and efficacy of the company's compliance program, including identification of gaps and areas to strengthen in the wake of the company's reorganization.
  • We represented the Audit Committee of a major insurance company in connection with an internal investigation relating to whistleblower allegations of improper reserves arising from the accounting of insurance liabilities.
  • We have represented multiple board members affiliated with private equity sponsors in connection with regulatory, employment, and potential litigation matters involving portfolio companies.


Kaufhold Gaskin Gallagher LLP would be pleased to discuss your legal issue by phone or in person. Send us a message and one of our attorneys will respond to set up an appointment.