07.03.2015 Views

Michael Keeley Cornerstone Research Economic and Financial Consulting and Expert Testimony: Corporate Governance

Corporate Governance We have worked on corporate governance issues in many contexts, including investment decisions, mergers and acquisitions, ERISA, and Sarbanes-Oxley compliance. Our network of experts includes preeminent professors of law, corporate officers, auditors, compensation committee members, and corporate advisors.

Corporate Governance We have worked on corporate governance issues in many contexts, including investment decisions, mergers and acquisitions, ERISA, and Sarbanes-Oxley compliance. Our network of experts includes preeminent professors of law, corporate officers, auditors, compensation committee members, and corporate advisors.

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<strong>Michael</strong> <strong>Keeley</strong> <strong>Cornerstone</strong><br />

<strong>Research</strong> <strong>Economic</strong> <strong>and</strong><br />

<strong>Financial</strong> <strong>Consulting</strong> <strong>and</strong> <strong>Expert</strong><br />

<strong>Testimony</strong><br />

<strong>Corporate</strong> <strong>Governance</strong> We have<br />

worked on corporate governance<br />

issues in many contexts, including<br />

investment decisions, mergers <strong>and</strong><br />

acquisitions, ERISA, <strong>and</strong> Sarbanes-<br />

Oxley compliance. Our network of<br />

experts includes preeminent<br />

professors of law, corporate officers,<br />

auditors, compensation committee<br />

members, <strong>and</strong> corporate advisors.


PRACTICE DETAILS<br />

Board Process <strong>and</strong> Fiduciary Duty<br />

In many cases, we have evaluated the activities of directors, officers, <strong>and</strong> their advisors to<br />

determine whether they acted prudently <strong>and</strong> in a manner consistent with their roles <strong>and</strong><br />

fiduciary duties. Our analyses have addressed mergers <strong>and</strong> acquisitions, corporate<br />

decisions, marketing statements, oversight of internal audits <strong>and</strong> processes, elections, <strong>and</strong><br />

independence of directors.<br />

<strong>Corporate</strong> Disclosures<br />

<strong>Cornerstone</strong> <strong>Research</strong> has addressed the appropriateness <strong>and</strong> materiality of corporate<br />

disclosures in the context of financial restatements, mergers <strong>and</strong> acquisitions, <strong>and</strong> annual<br />

proxy statements.<br />

Executive Compensation<br />

We have analyzed allegations of options backdating, excessive golden parachutes, claims<br />

related to deferred compensation, <strong>and</strong> other elements of executive compensation packages<br />

that are difficult to value. We have also addressed the incentive structure of executive pay,<br />

<strong>and</strong> whether a company’s board or its compensation committee has acted appropriately in<br />

establishing compensation packages for corporate officers.<br />

Piercing the <strong>Corporate</strong> Veil<br />

Our consultants have worked with experts <strong>and</strong> counsel to determine whether a corporate<br />

parent <strong>and</strong> subsidiary have established themselves as genuinely separate entities. This<br />

work has covered the formalities of corporate structure <strong>and</strong> governance processes; the<br />

economic foundations of corporate veil law; <strong>and</strong> the operational, financial, <strong>and</strong> marketing<br />

relationships that exist between the parent <strong>and</strong> the subsidiary.<br />

<strong>Michael</strong> <strong>Keeley</strong> provides economic, financial, <strong>and</strong> statistical consulting <strong>and</strong> expert<br />

testimony. He has consulted <strong>and</strong> served as an expert in a variety of cases, including<br />

antitrust, intellectual property, product misrepresentation <strong>and</strong> consumer fraud, securities<br />

fraud, breach of contract, <strong>and</strong> environmental matters.

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