Corporate Governance Design & Analysis
Insights and solutions
to corporate governance
Corporate governance issues often arise in corporate litigation matters. While corporate governance issues are often viewed through the narrow lens of corporate law and directors’ fiduciary duty requirements, a much broader perspective of corporate governance can be used to analyse allegations and reveal unique insights. We have addressed a wide range of corporate governance related investigations and litigation including those related to board processes, conflict of interest, fraudulent conduct, insolvent trading, fiduciary duty, misleading disclosures and omissions, financial internal controls, and bribery claims.
We can help our clients understand the company’s system of controls, information flows, and decision-making structures so that evidence can be developed as to what information was “known” by the defendants and what actions were taken. In addition, we have familiarity with internal managerial reporting systems and have case experience managing large volumes of data, including through Nuix and Relativity databases.
Outside of litigation, we have advised businesses on a range of internal control and governance challenges. Vincents has deployed multidisciplinary teams to advise on structural and reporting improvements. We have helped our clients restructure accounting and finance functions and introduced new management reporting and risk management tools. Our experts have familiarity with governance and internal control frameworks including COSO.
We provide the following services:
In cases alleging a breach of fiduciary duty, often a “smoking gun” such as an e-mail, internal memo, or whistle-blower complaint, will be cited as evidence of alleged wrongdoing. Our experts can help provide proper context surrounding governance allegations by adopting an operational approach that emphasises information flows using forensic business records.
Companies, officers, and directors may be accused of issuing false or misleading financial statements or failing to disclosure certain information. Our experts can help understand the internal process through which decisions regarding corporate disclosures were made. We can piece together a company’s disclosure process using internal sources and help trace contemporaneous information related to the alleged omission or misleading statement through that process.
Our experts can perform a range of financial analyses to assist clients address insolvent trading matters. Drawing on our forensic and insolvency experience, we have analysed firm solvency and liquidity including by preparing deep dives into cash flows, working capital, trade creditor repayments, and funding arrangements.
We work with clients to identify areas to strengthen internal control and develop options for improved governance. We have assisted companies that were underperforming, experienced unprofitable segments, or had a need to strengthen financial capabilities and internal controls. We have also provided financial planning & analysis capabilities to clients including financial and working capital modelling, valuation, and cost accounting/profitability expertise.
- Analysis of corporate policies and procedures.
- Analysis of management and Board reports.
- Analysis of management accounting systems and accounting records.
- Analysis of company disclosures and disclosure processes.
- Analysis of information flows and the development of integrated chronology tools.
- Analysis of firm liquidity and solvency.
- Analysis of cash flow projections.
- Analysis of internal controls using accepted frameworks.
- Analysis of parent-subsidiary financial and operating separateness.
- Analysis using eDiscovery databases such as Nuix and Relativity.
Vincents has the experience and expertise to assist with a wide range of complex corporate governance issues. We have experience working on class actions involving allegations of misleading disclosures, fraudulent conduct, and breach of fiduciary duty. In addition, we have extensive insolvency and accounting experience with which to analyse claims of insolvent trading and bribery. Our experts have worked on a wide variety of governance matters including class actions and agency enforcement actions in both the U.S. and Australia.