Corporate Governance & Board Advisory
I've been on the board. I've been the GC. I advise from the inside.
Corporate governance isn't a specialty I studied. It's a job I've done — three times, at three companies, across two countries. When I advise boards, I'm drawing on years of preparing the materials, managing the meetings, and making the calls that kept companies on the right side of the line.
Most governance advice comes from the outside looking in
There's a difference between an attorney who advises boards and an attorney who has sat on the board. Between someone who drafts governance policies and someone who has enforced them under pressure. Between theory and the experience of being the person in the room when the board asks, "What do we do now?"
I've been that person. Three times. The perspective it gives me — on fiduciary duties, on risk tolerance, on how boards actually function versus how they're supposed to function — is something you can't get from an attorney who has only practiced from the outside.
Governance capabilities
Fiduciary Duty Advisory
Guidance on the duties of care, loyalty, and good faith as they apply to your specific governance structure. Texas recently codified the business judgment rule in the TBOC — I advise boards on what this means in practice and how to ensure decisions are defensible.
Board Meeting Support
Meeting preparation, agenda development, board packages, minutes, and the documentation that protects directors. I've prepared board materials for publicly traded companies and bring that standard of rigor to every engagement.
Internal Investigations
When the board needs independent counsel to investigate a complaint, a whistleblower report, or a potential compliance breach, I provide the structured, defensible process that protects the company and the directors personally.
Risk Governance
Enterprise risk assessment, risk committee support, and the frameworks that help boards understand and manage their exposure. I approach risk the way a GC does — as something to manage strategically, not something to fear.
Governance Framework Design
For companies building governance infrastructure for the first time — whether due to growth, a capital raise, or a listing — I design the committee structures, charters, policies, and reporting frameworks from the ground up. I've done this three times. I know what works and what's just paperwork.
Public Company Governance
For public companies and companies preparing to go public: board independence requirements, audit and compensation committee composition, insider trading policies, disclosure controls, and the ongoing governance obligations that come with a listing.
Corporate Secretary Services
Outsourced corporate secretary support — meeting coordination, filing obligations, shareholder communications, and the administrative infrastructure that keeps the governance system running. I've served as corporate secretary for public companies and can provide this as a standalone service or as part of a broader GC engagement.
The Scale bridge: If a governance matter escalates to litigation or regulatory investigation, Scale LLP's litigation practice — including a partner who served as a federal prosecutor in the Jack Smith investigation — provides the firepower without disrupting the advisory relationship.
What three GC tours taught me about boards
Boards function well when three things are true: the information flowing to directors is complete and timely, the governance structure matches the company's actual risk profile, and the GC is willing to deliver uncomfortable news without hedging.
I've built that system three times. I've sat in meetings where the right answer was the one nobody wanted to hear, and I delivered it anyway — because that's what the job requires. When I advise your board, I bring that same directness. I don't tell directors what they want to hear. I tell them what they need to know.
Client Testimonial
Sometimes Legal can be viewed as the 'business prevention department' — but it was the exact opposite with Chuck. He was extremely strategic, added valuable contributions across all areas of the business, and was a fantastic partner to commercial.Jennifer Warawa Former Chief Commercial Officer, DIRTT (TSX: DRT)
Frequently asked questions
Any time the decisions being made carry personal liability for the people making them. If your company has a board, investors, regulatory obligations, or is contemplating a significant transaction, governance counsel isn't optional — it's protection.
Yes. In many engagements, I serve as counsel to the board rather than to the company — particularly in situations involving conflicts of interest, internal investigations, or transactions where the interests of management and the board may diverge.
The 89th Texas Legislature codified the business judgment rule in the TBOC, creating a presumption that directors act in good faith, on an informed basis, and in the best interests of the corporation. This is significant protection — but it's not automatic. The presumption can be overcome by evidence of fraud, intentional misconduct, or knowing violations. I advise boards on how to ensure their decision-making process is documented and defensible under the new standard.
Governance advisory is focused specifically on board-level matters — fiduciary duties, meeting support, committee structure, risk oversight. Fractional GC is broader — it includes governance but also covers contracts, commercial support, compliance, and day-to-day legal operations. Many clients start with one and expand to the other.
Your board deserves counsel
that has sat in the chair.
Has your lawyer actually done this before? Let's have that conversation.