Corporate Governance & Fiduciary Duties

From the very beginning, Ferraiuoli has been a leading advisor on issues relating to corporate governance and fiduciary duties. Our Corporate Governance & Fiduciary Duties Practice Group advises management, boards of directors, individual directors, and investors of business entities on a on a full range of matters involving corporate governance, fiduciary duties, and disclosure requirements, across a wide range of industries.

With a collaborative and multi-disciplinary team approach that benefits from the vast experience and technical and legal knowledge of our colleagues from the Labor, Litigation, and Employee Benefit Practices, we counsel companies on matters that impact their ongoing and long term business operations and profitability.  We regularly advise our clients on such matters as:

  • board composition
  • corporate transactional fairness issues
  • fiduciary duties of directors, officers and majority shareholders
  • crisis management
  • strategic transactions, restructurings and recapitalizations
  • executive compensation and employee incentive programs
  • indemnification and directors’ and officers’ insurance
  • amendments and restatements of organizational agreements

Together with our litigation practice, we advise and represent companies, directors, officers and shareholders in complex business litigation matters involving corporate governance, including M&A transactions, violation of fiduciary duties and ownership and control disputes among business owners, directors and officers of closely-held businesses. On this front, our focus is to advise clients on amicable resolution of disputes, and when necessary prosecuting and defending our clients before local and federal courts of law.

Members of our Corporate Governance & Fiduciary Practice Group are among the most highly respected lawyers in their field and have lectured and published articles on corporate governance topics.


The International Comparative Legal Guide to Corporate Governance (Puerto Rico Chapter – 2014 & 2015 Eds.) published by the UK based Global Legal Group.

The Comparative Legal Guide to Corporate Governance and Directors’ Duties in Puerto Rico (2014/15 Ed.) published by Practical Law/Thomson Reuters.