Corporate Governance
Board, equity, fiduciary, consent, and reporting practices that keep pace with the company as it raises capital and adds complexity.
Consilium Law LLC provides corporate governance counsel to growth-stage companies in regulated industries. The practice covers board operations, fiduciary duties, equity approvals, consent and resolution practices, investor reporting, delegated authority, committee structures, and the governance changes that follow each round of financing.
Good governance is operational. It is what makes board, investor, and audit relationships predictable rather than reactive.
What does corporate governance counsel actually do?
Corporate governance counsel sets and maintains the company’s decision architecture. That means the board calendar, the structure of consents and resolutions, the equity approval flow, the information rights running to investors, and the documentation that proves the board and management acted within authority.
- Board calendar, meeting documentation, and consent practice.
- Equity approvals, option grants, and capitalization-table hygiene.
- Fiduciary duty counsel and disclosure under Delaware and state corporate law.
- Information rights, investor reporting, and side-letter compliance.
- Committee structures: audit, compensation, and special-purpose committees.
- Delegated authority frameworks and signature policies.
When does governance need to shift?
Governance usually needs to change at three moments: after a priced financing round, after a board addition, and when the company crosses an operational threshold (commonly first revenue, first regulated customer, first international expansion, or first material litigation exposure).
Each shift is a chance to either build sustainable structure or accumulate paperwork. The choice is mostly about discipline.
How are fiduciary duties handled in growth-stage companies?
Fiduciary duty counsel becomes more relevant as the cap table diversifies and as the company faces decisions where management and investor interests can diverge. Common examples include down rounds, recapitalizations, executive compensation, related-party transactions, and exit decisions. The work usually involves disclosure, process documentation, and, where appropriate, special committee work.
How does governance work fit into an outside general counsel engagement?
For most growth-stage companies, corporate governance counsel sits inside the outside general counsel engagement. The board calendar, equity work, consent practice, and investor reporting all run continuously, and a single counsel relationship is usually the most efficient way to maintain them.
Frequently asked questions
Does Consilium Law sit on boards?
Generally no. The role is counsel to the board and the company, not a board seat. Where useful, Consilium Law attends board meetings as legal counsel.
What about special committees and conflicts?
The practice covers special committee formation, process discipline, and disclosure for transactions and decisions where conflicts exist. For matters that require fully independent counsel, separate counsel is retained.
How does governance work interact with audit and finance?
Closely. Audit firms, finance leadership, and corporate counsel touch the same record from different sides. Consilium Law coordinates with the audit team so the legal documentation matches the financial and accounting record.
SparkPoint is where Consilium Law writes about the legal and regulatory changes that touch this work. The current archive includes analysis across AI governance, clean energy, trade and sanctions, M&A, and data privacy.
Read SparkPointStart a conversation.
Send a short note about what you are building and what brought you here. The founding attorney reviews each inquiry personally. If there is a clear conversation to have, you will hear back within one business day with a next step.