Corporate Governance and Board Counseling

In cross-border companies, governance is the operating system. When decision rights, authority, and conflict processes are unclear, transactions slow down and relationships fracture. Hiro Law advises principals, boards, and management teams on governance frameworks that support decisive action and withstand scrutiny over time.

Key Services

  • Governance frameworks for cross-border companies, including control and decision rights
  • Board and principal decision support for major transactions and high-stakes situations
  • Conflict and related-party transaction process design, including approvals and documentation discipline
  • Minority protections and stakeholder alignment for investments and joint ventures
  • Governance terms that support deal execution, including authority mapping and signing approvals
  • Ongoing counseling on governance hygiene that reduces friction in diligence and financing
  • Coordination with tax, regulatory, and compliance workstreams as governance issues arise

Selected Experience

  • Advised a U.S. corporation with significant Mexico-based shareholders on pre-sale governance cleanup, including cap table and authority alignment, a refreshed board structure, and a shareholder buyout plan designed to support growth and financing readiness.
  • Advised the board of a U.S.–Mexico operating company on executive compensation and stakeholder control tension, restructuring board committees for faster decision-making and establishing meeting minutes and decision-record discipline, later serving as corporate secretary.
  • Advised a U.S. company with Mexico-based founders after a significant outside investment, redesigning board composition and voting thresholds, narrowing reserved matters, and implementing governance terms that reduced deadlock risk and matched operating reality.
  • Enabled an investment in a California corporation by Mexico-based investors by restructuring the board and governance framework, clarifying investor authority, reducing deadlock risk, and implementing information rights and reporting discipline tied to financing readiness.
  • Created a cross-border authority matrix and approvals map for a U.S. company with Mexico operations, streamlining signing authority across entities and establishing processes for related-party transactions to reduce operational friction and improve execution speed.