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Stewart Landefeld, partner and immediate past co-chair of the firm's Corporate practice, has counseled corporations and board of directors for 30 years in the areas of corporate governance, securities compliance, mergers and acquisitions, public offerings, private equity investments and venture capital.

Stewart has provided corporate governance and other general corporate counsel to dozens of leading companies, including Microsoft Corporation, Costco Wholesale Corporation, T-Mobile, Tribune Publishing Company, Taylor Morrison Home Corporation, PetSmart Inc., Orbitz (Audit Committee), Aircastle (Independent Directors), F5 Networks, Intermec Inc., Outerwall Inc., The Seattle Mariners, The Tacoma Rainiers (Baseball Club of Tacoma, LLC) and The Seattle SuperSonics among others. Clients benefit from the valuable insight he gained after serving for nearly a year as interim Chief Legal Officer, of Washington Mutual Inc. during the financial crisis, as well as his decade of board leadership, including the Pike Place Market PDA, The Seattle Foundation, Plymouth Housing Group and the Seattle Art Museum.

Here’s a topic that hasn’t been written about – but that I hear a lot about – so you’re likely to encounter it if you do this stuff long enough. A member on your board seeks to take a prolonged leave of absence for personal or other reasons. Maybe the director has scheduled surgery and

Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

Unlike some more costly aspects of Sarbanes-Oxley, executive sessions of independent directors, as a group or as a committee, serve

One of the cardinal rules of corporate governance is that the CEO, hired by the board, manages the business. No one on the board should be trying to manage. No one on the board should be too involved in operations.

It’s encouraging to see directors who are passionate about the company they steward, but an

Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

The SEC has adopted a pragmatic definition of Audit Committee financial expert. Investment bankers, venture capital investors, stock analysts and

Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

This tip involves considering the question of “what makes a good director?” Set expectations for your Board members from the

When you work in our firm, you are encouraged not only to contribute by engaging in pro bono activities – but you are also encouraged to offer your experience and wisdom to non-profit boards. It’s not only a great way to serve the community, but it’s also a valuable way to better understand what it’s like to serve on a public or private company board.Continue Reading Serving on a Nonprofit Board: Putting Yourself in Their Shoes

An increasing number of public boards are inviting non-CEO officers and executives to serve as public company directors.  Is this a good idea to look beyond a proven CEO for a director?  And, is it a good idea for the invited executive’s employer to allow that person to serve?

My experience has been – Yes! – to both, so

This blog follows up on a blog about handing a director’s right to corporate information if the interests of that director diverge from that of the company. The general rule is the directors do indeed have a right to access company information. In fact, that right to information is so broad that it’s described as

On occasion, I’ll get asked, “Does a director of a Delaware corporation have an ‘unfettered right’ to access corporate information?” This question typically arises in a variety of uncomfortable circumstances, such as the director in question being investigated – or perhaps a possible conflict of interest involving that director.

It can also happen in highly