Corporate Governance

Clear governance gives businesses a reliable framework for making decisions and managing change. We advise companies, boards and owners on structures that support effective oversight and long-term stability.

Our focus

Governance becomes more important as a business grows and ownership becomes more complex. Leadership changes can test whether decision-making authority is clearly defined, while poorly drafted agreements may create uncertainty when interests begin to diverge. We help clients establish practical governance frameworks before those issues become disruptive.

We advise companies and their boards on governing documents, board responsibilities and shareholder agreements. Our work also includes policies that define how decisions are made and how authority is exercised. For closely held businesses, we help owners address voting rights and succession planning in a way that reflects how the company actually operates.

Governance also plays an important role during significant business events. A financing or acquisition may require changes to the board or ownership structure. A leadership transition can raise questions about fiduciary duties and control. We work with colleagues in tax or employment when those issues affect the broader strategy.

When disagreements arise among owners, we help clients evaluate the governing documents and understand the available options. Some matters can be resolved by clarifying responsibilities or revising agreements. Others may require a more formal response to protect the company and its stakeholders.

Our approach begins with the organization’s objectives and decision-making culture. From there, we develop governance practices that provide clarity while allowing the business to adapt.

We have represented clients in Pennsylvania appellate courts, the U.S. Court of Appeals for the Third Circuit, other state and federal appellate courts, and appeals from administrative agencies. Our appellate work includes post-trial motions, interlocutory appeals, appellate briefing, amicus briefs, oral argument, emergency appellate relief, and petitions for discretionary review.

Several members of the group began their legal careers as clerks to state or federal appellate judges, giving the team practical insight into how appellate courts review records and evaluate legal arguments. We also work with trial counsel before and during trial when appellate guidance may help preserve issues or strengthen the record for later review.

Key Contacts

Nicole Stezar Kaylor

Nicole Stezar Kaylor

Represents family businesses and public companies in mergers and acquisitions. Advises on transactions that advance business objectives.

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