Continuing Legal Education

TELESEMINAR: Governance of Private and Family-Controlled Companies – A National Perspective

October 21, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


Allocating authority to make decisions – whether with respect to daily operations or major transactions – in closely held companies is vitally important and often highly negotiated.  Investors view governance controls as the first line of defense in protecting their investments, ensuring they can veto – or force – major transactions. Shareholders or members who are also managers want maximum flexibility to react daily circumstances and opportunities with only limited control by outside investors. Minority stake shareholders or members fear being locked out of decisions or having limited rights to important company information. Often too, one shareholder may have interests in other companies in the industry, raising the specter of direct or indirect conflicts of interest. Successfully resolving these inherent tensions is important to the company’s stability and success. This program will provide you with a practical guide to the major issues and practical solutions of governance in closely held companies.


  • Governance for closely held companies – information, conflicts, and control
  • Allocating authority for daily operations v. major transactions among a company’s owners, investors and managers
  • Conflicts of interest when shareholders or members have stakes in other companies in the same industry
  • Information rights and their relationship to control
  • Protecting the interests of minority stake shareholders and members 
  • Standards for making decisions and potential manager and director liability
  • Effective use of voting rights agreements


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Program Speakers:
Matthew Hyde
, Cooley, LLP, Colorado
Christopher Kiyan, Cooley, LLP, Colorado



Matthew Hyde is an attorney with Cooley, LLP, where he specializes in representing emerging growth companies and venture or private equity investors in various transactions including private and public financings, mergers and acquisitions and cross-border transactions across a variety of industries including clean technology, software and internet, consumer products, and communications.  In addition, he serves as outside general counsel to several startup companies and counsels their management teams and boards of directors on general corporate matters and related governance issues. Mr. Hyde received his B.S. from the United States Naval Academy and his J.D. from the University of California, Los Angeles School of Law.

Christopher Kiyan is an attorney with Cooley, LLP, where his practice focuses on the representation of high growth companies, ranging from the idea-stage startup to the established later-stage business, and the venture capital and private equity investors that invest in high growth companies.  He regularly represents his clients  in a wide range of equity and debt financings and mergers and acquisitions across a broad spectrum of technology industries.  Mr. Kiyan received his B.S., cum laude, from the University of California, Los Angeles and his J.D. from Boston University School of Law.