Corporate Governance
Good governance is both a legal obligation and a regulatory expectation, and for financial services companies the two are tightly linked. Shipkevich PLLC advises companies and their boards on the governance structures, policies, and practices that keep them sound and compliant — from entity formation and board composition to the oversight responsibilities that regulators increasingly expect directors to exercise.
We work with banks and trust companies, fintechs, registered entities, funds and their advisers, and privately held financial services businesses, counseling boards, committees, and management on the duties they owe and the processes that demonstrate they are meeting them.
Governance structures and policies. We advise on entity formation and structure, bylaws and operating agreements, board and committee charters, conflict-of-interest policies, and codes of conduct — the framework within which decisions get made.
Board and committee advisory. We counsel directors and committees on their fiduciary duties, on their oversight of risk and compliance, and on documenting decisions in a way that withstands later scrutiny.
Governance for regulated entities. Banks, trust companies, and registered firms face governance standards their regulators expect them to meet. We help clients build governance that satisfies those expectations, not just the baseline corporate-law minimum.
Governance through change. Mergers, ownership changes, and control filings all test a company’s governance. We guide clients through those transitions and the regulatory approvals they require.
Representative Experience
- Represented a NASDAQ-listed fintech holding company in acquiring a 50 percent interest in a digital-asset investment manager and in purchasing an Estonian crypto-asset services company, negotiating the purchase and sale agreements, amendments, and completion mechanics, and advising on the company’s audit-related communications.
- Advised the principal of a retail FX group on the sale of its Maltese and international operations, including purchase agreement revisions, change-of-control consents, loan forgiveness, and release provisions.
- Advised a debt-settlement company on a broker engagement agreement with a major financial services firm for a prospective sale, negotiating term and termination provisions.
- Reviewed a multi-party agreement among a debt-settlement company, a funding source, and an attorney-model law firm, and a purchase-of-receivables agreement between a finance company and a law firm.
- Advised a fintech entrepreneur on structuring a seed investment round for a new CFTC- and SEC-regulated venture.
- Managed client entity transitions, including re-papering engagements when a client group restructured under a new parent and advising on which entity should hold a state license; advised on the purchase of a domain, trademark, and phone number and related conflict waivers.
- Retained as counsel to a debtor in a Chapter 11 bankruptcy, negotiating with the Office of the United States Trustee to resolve objections to the firm’s retention and fee applications.
Related practice areas: Compliance & Advisory · Financial Institutions · Capital Markets & Derivatives