Finding and Working with Governance Expert Witnesses

Corporate governance plays a pivotal role in shaping the direction and ethics of a business. When legal disputes or regulatory issues arise, having a corporate governance expert witness can prove invaluable. This guide will walk you through what a governance expert is, the areas they can opine on, tips for finding the right expert witness, and how to maximize the impact of their testimony.

What Is Corporate Governance?

Corporate governance is a system of rules, practices, and processes that control and direct a firm. Corporate governance aims to balance the interests of a company’s shareholders, senior management, customers, suppliers, the government, and the community.

What Is a Corporate Governance Expert Witness?

A corporate governance expert witness is an individual with specialized knowledge in corporate governance principles, practices, and regulations. They are called upon in legal proceedings to provide expert opinions, analysis, and testimony on matters related to corporate governance. These experts are typically professionals with extensive backgrounds in finance, law, business management, or academia.

Areas a Corporate Governance Expert Witness Can Opine On

Governance expert witnesses can provide valuable insights and opinions on a wide range of topics. These areas may include:

• Corporate Governance Best Practices: Sharing insight into industry-standard best practices and guidelines for effective corporate governance, such as accountability, transparency, fairness, and responsibility. They can evaluate whether a company has adhered to these standards or deviated from them.
• Board of Directors and Governance Structures: Assessing the composition, roles, and responsibilities of a company’s board of directors and opining on a company’s overall governance structure. They can assess whether board members acted in accordance with their fiduciary duties.
• Executive Compensation: Evaluating the fairness and reasonableness of executive compensation packages, including salary, bonuses, stock options, and other incentives, in relation to industry benchmarks and company performance.
• Compliance and Regulatory Issues: Providing insight into a company’s compliance with relevant laws, regulations, and industry-specific standards. They can assess whether the company has taken appropriate steps to prevent legal and ethical violations.
• Mergers and Acquisitions (M&A): In M&A transactions, governance experts can evaluate whether the board and management fulfilled their duties to shareholders, conducted thorough due diligence, and made informed decisions regarding the transaction.
• Corporate Ethics and Culture: Assessing the ethical climate and corporate culture within an organization, determining whether it aligns with ethical standards and contributes to or detracts from effective governance.
• Shareholder Rights: Providing insights into shareholder rights and the extent to which they have been protected or violated. They can assess issues related to proxy voting, shareholder activism, and stakeholder engagement.
• Risk Management: Evaluating a company’s risk management practices and whether they are aligned with industry standards and the protection of shareholder interests.
• Corporate Social Responsibility (CSR): Assessing the company’s CSR practices and their impact on governance, reputation, and compliance with societal expectations.
• Crisis Management: In cases of corporate crises or scandals, governance experts can evaluate how the company’s governance structure responded to and managed the crisis.

How to Find the Right Corporate Governance Expert Witness

A governance expert witness should possess a combination of qualifications and experience that demonstrate their expertise in their field. Here are some tips for finding the right governance expert witness for your case.

• Search for Specialization: Define the exact areas where you require expertise. Different governance experts may specialize in various aspects of corporate governance, so pinpoint your requirements.
• Review Qualifications and Certifications: Look for experts with deep experience in corporate governance. Common qualifications of these experts include advanced degrees like a Master of Business Administration (MBA), Master of Laws (LLM), or PhD in fields related to business, law, finance, or corporate governance. Other relevant certifications can include Certified Public Accountant, Chartered Financial Analyst, and Certified Governance Professional.
• Assess Communication Skills: Evaluate the expert’s ability to convey complex governance concepts clearly and persuasively. Effective communication is critical during deposition and trial.
• Engage Early: Start the process of finding an expert witness early in your case preparation. This allows ample time for research, selection, and collaboration.
• Consider Availability: Be up-front and clear about your expectations and the anticipated timeline of work needed from the expert witness.

Getting the Most Out of Corporate Governance Expert Witness Testimony

To get the most out of your expert witness’s testimony, consider the following tips:

• Collaborate: Involve your expert witness in case strategy and preparation. They can help shape arguments and identify key issues. Maintain open communication with the expert throughout the process.
• Prepare Thoroughly: Work closely with your expert to ensure they understand the specifics of your case. Provide all relevant documents, reports, and depositions for review.
• Conduct a Mock Trial and Cross-Examination: Conduct practice sessions with your expert witness to simulate deposition and trial scenarios. This helps them become more comfortable with the process and anticipate potential challenges to their opinions.
• Simplify Testimony: Ensure your expert witness can explain complex governance concepts in simple terms for the judge and jury. Encourage them to use analogies and examples when necessary.

Working with a corporate governance expert witness can significantly enhance your ability to navigate complex legal and regulatory issues related to corporate governance. By selecting the right expert and leveraging their expertise effectively, you can maximize the impact of their testimony in support of your case.

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GLG has a network of experts across all industries and disciplines who can offer their testimony to support your case. We connect lawyers with the right experts for their cases quickly and effectively so you can focus on litigating and winning.

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