Frame the governance questions
Define the disputed duties, approvals, authority, process or documentation.
Corporate governance expert witness
Governance opinions must rest on the record.
A credible governance opinion requires more than a description of best practices. It must connect the governing documents, board conduct and decision process to the specific questions in dispute.
The operating problem
The expert’s role is analysis—not advocacy.
Counsel and the court require a disciplined explanation of how a company was structured, what authority existed, what the board or management did and how that conduct compares with accepted private-company governance practice.
An opinion that cannot be traced to evidence will not withstand examination.
The engagement
A disciplined process. A defensible result.
Examine the record
Review governing documents, minutes, resolutions, capitalization materials, correspondence and other relevant evidence.
Evaluate conduct and process
Assess board composition, fiduciary oversight, information flow, approvals, conflicts and documentation.
Deliver the opinion
Prepare clear findings, reports, deposition support and testimony within the defined scope of the engagement.
Scope
Where the work applies.
- Consulting-expert assignments
- Testifying-expert assignments
- Private-company board practices
- Fiduciary oversight and duty of care
- Board composition and independence
- Approvals, minutes and governance records
- Strategy, risk and succession oversight
- Governance-forensics analysis
Dennis accepts consulting and testifying assignments involving private-company governance, board process and the documentary record supporting corporate authority.