Every venture-backed company, FinTech platform, and life sciences startup runs on more than product-market fit. Underneath the pitch decks and cap tables sits a set of documents that determine who controls the company, how decisions get made, and what happens when founders or investors disagree. A corporate governance documents lawyer builds those documents before disagreements become crises.
This guide explains what that role involves, which documents matter most, and how Faison Law Group structures practical governance frameworks for companies across the United States.
Key Takeaways
- Corporate governance documents-charters, bylaws, operating agreements, and shareholder agreements-are the rulebook that determines ownership, control, decision making, and exit pathways for your company. Good corporate governance promotes fairness, accountability, and transparency across all stakeholders.
- For venture-backed startups, FinTech platforms, life sciences companies, funds, and SBA-backed acquirers, governance terms like board composition, buy/sell clauses, board tie-breakers, reverse vesting, and redemption rights often matter more than the headline valuation.
- Faison Law Group is a boutique transactional law firm based in Millersville, Maryland, representing clients nationwide-with a strong focus on New York City, Boston, San Francisco, Southern California, Maryland, Washington, DC, Northern Virginia, Austin, Philadelphia, and South Florida-on corporate governance and complex transactional matters.
- Strong governance practices can reduce the risk of shareholder disputes and regulatory investigations, helping companies focus on sustainable growth instead of internal conflict.
This article is for informational purposes only and does not constitute legal or investment advice. Reading this content does not create an attorney-client relationship.
What a Corporate Governance Documents Lawyer Actually Does
A corporate governance documents lawyer focuses on the transactional, preventive side of corporate law-drafting and negotiating the core contracts and charter documents that govern how a company is owned, controlled, and operated. This is not litigation or dispute work. It is mechanism design: building the structures that keep a business running smoothly and reduce the chance that internal disagreements will derail growth.
A corporate governance lawyer helps structure and document business decision making processes. In practice, that means crafting charters, bylaws, operating agreements, shareholder agreements, board committee charters, and key policies that affect board members, officers, and equity holders. These documents matter most in growth settings-FinTech, AI, life sciences, and venture-backed technology companies-where capital, control, and regulatory requirements evolve rapidly.
At Faison Law Group, the corporate governance practice is entirely transactional and preventive. The firm designs mechanisms like buy/sell clauses, board tie-breakers, reverse vesting arrangements, and redemption rights specifically to discourage the kind of founder disputes that can wreck a company or complicate a financing or M&A transaction.
Services are provided as general corporate support, outside general counsel engagements, and deal-specific governance work for companies raising seed or Series A rounds, preparing for strategic exits, or structuring SBA-backed acquisitions.
This section and all content below offers general information only and is not legal, tax, or investment advice. Outcomes depend on individual facts and circumstances, and you should consult qualified counsel for guidance specific to your situation.
Core Corporate Governance Documents for Modern Companies
Corporate governance involves rules and processes for directing businesses. The specific documents that implement those rules differ between corporations, limited liability companies, and limited partnerships-but the purpose is the same: defining who decides what, how, and under what constraints.
Here are the core governing documents most companies need:
| Document | Purpose |
|---|---|
| Certificate/Articles of Incorporation | The Certificate of Incorporation establishes a corporation’s legal existence. It is filed with the state and defines the company’s name, purpose, and authorized stock classes. |
| Bylaws | Bylaws govern a corporation’s internal management and procedures-board meetings, officer roles, quorum requirements, and amendment processes. |
| Shareholder Agreement / Investors’ Rights Agreement | Private contracts among shareholders governing transfer restrictions, board designation rights, tag-along/drag-along provisions, and exit mechanics. |
| Operating Agreement | Operating Agreements define member roles and voting rights in LLCs. For limited liability companies and limited partnerships, these replace bylaws as the primary internal governance contract. |
| Board Resolutions, Minutes, and Written Consents | Board Resolutions authorize significant actions within a corporation. Meeting Minutes record discussions and decisions from board meetings. Together, they evidence compliance and support fiduciary obligations. |
Corporate governance documents include Articles of Incorporation and Bylaws, but the full picture extends to private contracts and policies that allocate rights among founders, investors, and other stakeholders. These documents interact: state-filed instruments like a Delaware certificate of incorporation set the outer boundaries, while private agreements (voting agreements, buy/sell provisions, information rights) fill in the details.
Corporate governance documents ensure compliance with legal requirements-but they also define the practical framework for how your business operates day to day.
Common gaps Faison Law Group identifies in early-stage documents include:
- Missing protective provisions (no supermajority consent for major structural actions)
- Vague voting thresholds defaulting to state law, which may not match investor expectations
- No clear tie-breaker mechanism for even-numbered boards
- Absent or weak transfer restrictions, leaving the door open for unwanted shareholders
For clients operating nationally-especially in New York, California, Massachusetts, Texas, Florida, and the Mid-Atlantic-choice of jurisdiction and harmonizing documents with applicable state law is a central part of governance planning.
Designing Governance for Startups, FinTech, AI, and Life Sciences Companies
Emerging companies in FinTech, AI, SaaS, and life sciences face fast-changing regulatory environments and investor expectations that make thoughtful corporate governance especially important. A governance framework designed for a two-person pre-seed startup will not serve a company closing its Series A with institutional investors, multiple stock classes, and regulatory oversight from more than one agency.
Governance frameworks for these sectors must account for:
- Complex cap tables and multi-round financing dynamics. Each round-seed, Series A, and beyond-often introduces new preferred stock classes, new investor protective provisions, and new board seats. Charters, investor rights agreements, and voting agreements need to anticipate later-stage rights such as pre-emptive rights, anti-dilution protections, and liquidation preferences.
- Regulatory overlays. FinTech companies may need to comply with state money transmitter laws, data privacy requirements, and federal securities regulations simultaneously. Life sciences firms may require board-level oversight of clinical trials, IP protection, and FDA-related compliance. AI-driven platforms increasingly adopt cutting edge ethics and algorithmic governance policies. A Code of Ethics establishes ethical guidelines for employees and directors, which is particularly relevant for companies developing AI or handling sensitive data.
- Geographic and industry-specific considerations. Faison Law Group tailors governance documents for contexts like Boston and New York City life sciences founders structuring IP oversight; San Francisco and Southern California FinTech and AI startups navigating multi-agency frameworks; and Maryland, DC, and Northern Virginia companies bridging federal contractor and commercial markets.
Governance tools commonly used in these sectors include board-level risk and compliance committees, data and AI ethics policies, compliance reporting lines, and investor information rights calibrated to early-stage realities. The right structure depends on the company’s stage, industry, and capital markets positioning-not a one-size-fits-all template.
Governance choices depend on facts and circumstances and should be evaluated with experienced corporate counsel. No particular structure is suitable for all companies.
Founders’ Control, Board Composition, and Corporate Governance Committees
One of the most sensitive corporate governance matters for founders is control-who appoints directors, how many seats each stakeholder group holds, and how a corporate governance committee may shape ongoing oversight. Corporate governance guidelines define roles and responsibilities of directors, and the allocation of board seats is often where founder-investor negotiations become most intense.
Typical early-stage board structures evolve through several stages:
- Formation: Founder-only board (often one to two directors).
- Seed / Early financing: Founders retain majority, with possible observer seats for lead investors.
- Series A and beyond: Mixed boards with founder seats, investor-designated seats, and one or more independent directors. Board observer rights may be formalized.
Governance documents allocate board designation rights, removal rights, and voting mechanisms. A corporate governance lawyer plays a strategic role advising boards on governance practices-helping founders and investors negotiate provisions that reflect agreed business dynamics rather than leaving control to default state law rules.
Some companies establish a corporate governance committee or nominating committee at the board level. Its charter can address director selection criteria, diversity of expertise, independence standards (consistent with guidance discussed by the american bar association and, for public companies, stock exchange listing rules), and periodic governance reviews.
Poor board design can stall decisions on key matters like hiring, financing, or exit opportunities. For example, a four-person board with two founder seats and two investor seats-and no independent director or tie-breaker mechanism-can produce deadlock that delays a critical fundraising round or acquisition. Early planning around board composition and special meetings procedures can significantly reduce this risk.
Ready to align your board structure with your growth plan? Call Faison Law Group at (667) 213-6640 or message us online to discuss your situation.
Fiduciary Duties of Directors, Officers, and Controlling Stakeholders
Corporate governance protects stakeholder interests through accountability and transparency. At the legal foundation of that protection sit fiduciary duties-obligations that directors, officers, and controlling shareholders owe to the company and its shareholders.
Under U.S. corporate law frameworks, the primary fiduciary duties include:
- Duty of Care: Directors must act with the care a reasonably prudent person in a similar position would use-being informed, deliberating on material information, and making decisions based on adequate review.
- Duty of Loyalty: Directors must prioritize the company’s interests over personal interests, including avoiding self-dealing and undisclosed conflicts.
- Duty of Good Faith: In jurisdictions like Delaware, directors must act honestly and in good faith, not with intentional disregard for their obligations.
Good corporate governance requires thorough documentation of major business decisions. Governance documents cannot eliminate core fiduciary duties, but they can clarify processes designed to help directors and controlling shareholders comply with their fiduciary obligations. These include special committees to evaluate related-party transactions, conflict-of-interest approval procedures, recusal practices, and information flows that ensure board members receive materials before key votes.
Typical scenarios encountered by Faison Law Group clients include founder-directors approving arrangements with entities they control, boards weighing strategic M&A transactions financed with SBA loans, and decisions to issue new preferred stock that dilutes existing holders. In each case, documented, informed, and deliberate decision making-supported by board minutes, circulated materials, and proper recusal-helps demonstrate compliance.
The Sarbanes-Oxley Act of 2002 governs corporate governance compliance for public companies and has also influenced governance expectations for private companies preparing for IPOs or institutional investment rounds. Similarly, the Dodd Frank Act introduced additional reporting and governance requirements that affect both public and private companies in certain contexts, including those involving securities compliance and executive compensation.
While Faison Law Group does not handle disputes, litigation, or special investigations, the firm structures transactions and governance frameworks to reduce the likelihood and severity of future fiduciary-duty-related conflicts.
Buy/Sell Clauses, Redemption Rights, and Other Exit Mechanisms
Well-drafted buy/sell clauses and redemption mechanisms allow owners to separate in an orderly, pre-agreed way rather than through disruptive disputes that can harm the company. These provisions are among the most important tools a corporate governance documents lawyer can build into your shareholder agreement or operating agreement.
Common structures include:
- Rights of First Refusal (ROFR) and Co-Sale Rights: Before a shareholder can sell to a third party, existing holders or the company can match the offer. Co-sale (tag-along) rights let minority holders participate in a sale on the same terms.
- Drag-Along Rights: Allow majority shareholders to force minority holders to participate in a sale of the company, preventing holdouts from blocking a transaction.
- Founder Buy-Back / Reverse Vesting: The company retains the right to repurchase unvested shares if a founder departs early. This prevents a departed founder from retaining a full equity stake without ongoing contribution.
- Redemption Rights: Give investors the ability to require the company to repurchase their preferred stock under defined triggering events-for example, if no liquidity event occurs within a specified period. These rights are subject to legal and financial constraints, including the company’s available cash and board approval.
- Cross-Purchase Arrangements: In closely held entities, co-owners may agree to buy each other’s interests upon certain triggering events, providing a structured path for investor and founder transitions.
These tools serve as dispute resolution mechanisms. Rather than letting disagreements fester, a well crafted shareholder agreement with clear buy/sell terms creates predictable outcomes that encourage negotiated solutions and protect the ongoing business.
Faison Law Group incorporates these mechanisms into shareholder agreements, operating agreements, and preferred stock terms for clients ranging from New York and San Francisco tech startups to Maryland and South Florida closely held businesses, as well as private equity-backed portfolio companies.
Buy/sell and redemption provisions are highly fact-specific. They must be evaluated for enforceability and practical impact and should be reviewed in light of applicable corporate, securities, tax, and financing considerations. Overly aggressive redemption provisions, for example, can strain a company’s cash or conflict with growth capital needs.
Board Tie-Breakers and Deadlock Prevention
Evenly split boards, 50/50 ownership structures, and complex investor syndicates can create decision-making deadlock that slows or stops critical corporate actions-stalling everything from key hires to financing closings to smooth operations of the business.
A corporate governance documents lawyer can implement several contractual and structural solutions:
- Independent Directors: Appoint one or more neutral, non-affiliated directors acceptable to both founders and investors, giving the board an odd number and a natural tie-breaker.
- Rotating Chair or Casting-Vote Mechanics: Designate a board chair with a casting vote, or rotate that authority among stakeholder classes on a defined schedule.
- Contractual Escalation: For certain categories of decisions, if the board cannot resolve a matter within a defined period, escalate to an independent advisor, mediator, or pre-agreed arbitration process.
- Deadlock Buy-Out / Shotgun Clauses: In closely held companies, a deadlock may trigger a buy-out process where one party offers to buy the other’s interest under specified terms.
Faison Law Group often addresses deadlock risk at the entity formation stage and during major financing transactions, particularly for two-founder companies and joint ventures in technology, FinTech, and life sciences sectors.
Deadlock provisions must be carefully drafted to avoid unintentionally forcing a sale or creating leverage for one party. Each company’s ownership, financing structure, and state law environment can materially change which deadlock tools are appropriate. Tailored advice from experienced corporate attorneys is essential.
Reverse Vesting, Equity Compensation, and Founder Protection
Reverse vesting is a mechanism where founder or key employee equity vests over time-even though shares or units are issued up front-giving the company or other shareholders repurchase rights if someone departs early. This aligns long-term incentives and limits the damage of early founder departures.
The standard reverse vesting schedule remains a four-year vesting period with a one-year cliff. Founders receive their full equity grant at issuance but are subject to repurchase of unvested shares at cost (or a formula price) if they leave before vesting is complete.
Reverse vesting provisions live inside stock purchase agreements, restricted stock agreements, LLC operating agreements, or similar instruments. They interact with corporate governance by:
- Ensuring departing founders cannot retain a disproportionate equity stake
- Giving remaining founders and investors a defined buyback mechanism
- Reducing the risk of “dead equity” on the cap table that complicates future fundraising
Related equity governance topics include board approval rights over new equity grants, stock option plans and option pool creation in connection with fundraising rounds, and protective provisions that prevent unilateral changes to equity compensation arrangements without appropriate approvals. Common stock grants and equity compensation for employees also require governance guardrails.
Faison Law Group helps founders across markets like Austin, Los Angeles, New York, and Washington, DC calibrate vesting schedules, repurchase formulas, and acceleration terms so they remain attractive to talent while compatible with investor expectations and legal requirements.
This discussion is general and does not address tax-specific issues in detail. Specialized tax and accounting advice-particularly regarding elections like the 83(b) election-should be coordinated alongside corporate governance planning.
Securities Compliance and the Role of Governance Documents
Corporate governance documents and securities compliance are closely linked. How a company raises capital, communicates with investors, and allocates rights must align with U.S. federal securities laws and state securities regulations-including laws and regulations administered by the securities and exchange commission (the exchange commission, or SEC).
Faison Law Group regularly assists clients with private offerings and compliance frameworks referencing regulations such as Regulation D, Regulation Crowdfunding, and Regulation A. Compliance policies help organizations meet legal requirements and mitigate risks associated with securities offerings in the capital markets.
Provisions in charters, operating agreements, and investor documents-such as information rights, transfer restrictions, and preemptive rights-help support orderly, compliant capital-raising practices and investor communications. For companies with sec reporting obligations or those preparing for public offerings, governance documents formalize approval processes for offering documents, board review of risk factors, and oversight of public-facing statements about financing. Proxy advisory firms and shareholder proposals also become relevant considerations as companies approach public markets.
The Sarbanes-Oxley Act (often referred to as sarbanes oxley) and the Dodd Frank Act both impose governance and reporting requirements that influence how public and private companies structure their internal controls. Even for private companies not yet subject to these statutes, adopting governance practices aligned with their principles can smooth a future transition to public-company status and demonstrate strong corporate governance to institutional investors.
Company disclosures must be accurate and not misleading. Governance documents can help formalize the review and approval process for all investor-facing materials, ensuring compliance with applicable securities regulations.
This content is for informational purposes only and does not constitute legal or investment advice. It is not an offer or solicitation to buy or sell any security. Consult qualified counsel for guidance specific to your circumstances.
Entity Formation and Governance Across Key U.S. Markets
Entity formation and governance planning should be handled together. Early decisions about business structure-corporation vs. LLC vs. partnership-and jurisdiction will drive which governance documents are required and how they interact.
Corporate governance structures must comply with state laws and regulations. Delaware remains the dominant choice for venture-backed startups because of its flexible charter provisions, developed case law, and specialized business court (the Court of Chancery). Over two million U.S. entities are incorporated in Delaware. But incorporation in Delaware also means foreign qualification in states where the company operates, franchise taxes, and dual filing obligations.
Faison Law Group supports entity formation for clients across major markets-New York City, Boston, San Francisco, Los Angeles, San Diego, Austin, Philadelphia, South Florida, and the Mid-Atlantic-on cross-border and multi-state structures.
Typical entity-formation work includes:
- Drafting certificates of incorporation or formation
- Initial bylaws or operating agreements
- Founder agreements with vesting and buy/sell terms
- Initial board and shareholder consents
- Early-stage equity documentation
Local regulatory and commercial realities influence governance choices. FinTech oversight in New York differs from the technology ecosystems in Northern California. Federal contracting requirements in DC, Maryland, and Northern Virginia impose their own governance considerations. For public and private companies alike, the entity-formation decision has meaningful consequences for corporate governance, taxation, and regulatory obligations.
Entity decisions affect everything downstream. Getting them right at formation-with guidance from corporate attorneys experienced in both business law and finance law-avoids costly restructuring later.
How Faison Law Group Works With Founders, Investors, and Boards
Faison Law Group operates as a boutique transactional partner to founders, management teams, boards, and investors, providing both ongoing corporate governance support and deal-specific counseling. The firm’s legal expertise spans the full range of governance-related work for companies at every stage.
As outside general counsel, the firm reviews board materials, updates governance documents after each financing or major transaction, and coordinates with tax, accounting, and compliance advisors. Faison Law Group does not serve as litigation counsel-the firm’s role is to advise clients on structuring transactions and governance frameworks that reduce the likelihood of future conflict.
The firm’s experience covers:
- Venture financings, including seed and Series A rounds
- FinTech regulatory overlays and compliance structuring
- Life sciences collaborations and licensing governance
- SBA loan-backed acquisitions and related M&A governance
- Fund formation and investor-side governance
Each of these contexts requires careful coordination between deal documents and governance frameworks to represent companies effectively and protect all parties’ interests.
Faison Law Group is committed to world-class legal service at affordable, often fixed-fee rates for governance-related projects, making it accessible for both emerging startups and established, multi-jurisdictional businesses.
To discuss how Faison Law Group can support your governance needs, call (667) 213-6640 or send us a message online. This is an invitation to discuss legal services, not an invitation to participate in any investment.
When to Update Your Corporate Governance Documents
Governance is not “set and forget.” Documents drafted at formation often need to be revisited as the company grows, raises capital, expands geographically, or prepares for M&A or liquidity events. Governance documents may require updates due to changes in laws or corporate structure-and failing to update them can create gaps that surface at the worst possible time, such as during investor due diligence or an acquisition closing.
Key trigger events that typically warrant a governance review:
- Closing a new financing round (seed, Series A, or later)
- Adding or replacing board members or independent directors
- Expanding into new regulatory regimes (e.g., new states for FinTech operations)
- Implementing or modifying an employee equity plan
- Negotiating a strategic partnership, acquisition, or succession planning transition
- Changes to applicable laws or regulations
Faison Law Group performs governance “health checks”-reviewing existing charters, bylaws, operating agreements, shareholder agreements, committee charters, and policies to identify misalignments, gaps, or outdated provisions.
Practical updates might include adjusting board quorum or voting thresholds, clarifying information rights, refreshing conflict-of-interest policies, updating references to changed regulations, or formalizing shareholder meetings procedures that have evolved informally over time.
If your company has not revisited its governance documents since its last funding round-or since formation-contact Faison Law Group or call (667) 213-6640 to schedule a consultation. Addressing gaps early costs far less than resolving them under pressure.
Why Work With a Boutique Corporate Governance and Transactional Law Firm
Working with a focused, boutique firm on corporate governance matters offers several advantages over larger, more generalized law firms: deeper partner-level engagement, efficient communication, and direct access to lawyers who regularly handle venture, FinTech, life sciences, and SBA-backed M&A transactions.
The boutique model provides agility and predictable pricing-including fixed fees where appropriate-without sacrificing the quality of legal work. Governance projects are tightly integrated with fundraising, technology transactions, and strategic exits, so clients deal with lawyers who understand the full context of their business needs rather than handing off between departments.
Faison Law Group represents a wide spectrum of clients-from large, publicly traded multinationals to smaller “main street” businesses-and applies the same governance disciplines (clear documentation, defined processes, aligned incentives) at every stage and size. The firm has been recognized in publications and rankings, including mentions alongside terms like super lawyers, best lawyers, best law firms, world report, and legal intelligencer, reflecting its commitment to long term success and fostering trust with its clients.
Whether your company is a pre-revenue startup or an established enterprise preparing for its next phase of growth, strong corporate governance provides a solid foundation for decision making and accountability.
To discuss aligning your governance with your growth and regulatory profile, call (667) 213-6640 or reach out through the secure contact form.
How to Get Started With Faison Law Group on Governance Projects
The typical onboarding process for a governance-focused engagement is straightforward:
- Initial Consultation: A call or meeting to understand your company’s stage, structure, industry, and governance concerns.
- Document Intake: Faison Law Group will typically ask for existing governance documents-charter, bylaws, operating agreements, shareholder agreements-and summaries of recent financing or M&A activity, so that advice can be grounded in your company’s actual situation.
- Scoping and Work Plan: The firm prepares a prioritized action list: resolving urgent governance gaps, aligning documents with current ownership and capital structure, and planning longer-term enhancements such as committee charters, updated codes of conduct, or new buy/sell or deadlock mechanisms.
- Engagement Agreement: No attorney-client relationship is formed until the firm and client both agree in writing to an engagement. Nothing in this article constitutes a proposal for any securities transaction or investment opportunity.
This process is designed to deliver a practical framework that addresses your company’s legal challenges efficiently-whether you need a single document drafted or a comprehensive governance overhaul.
Ready to structure or overhaul your corporate governance documents? Call (667) 213-6640 or contact Faison Law Group online to schedule a confidential, no-obligation introductory discussion.
Frequently Asked Questions About Corporate Governance Documents
The following FAQ addresses common, practical questions founders and business owners ask about corporate governance documents and working with a governance-focused transactional lawyer. Answers are general and educational-not legal advice for any specific company or situation. Consult counsel for tailored guidance.
Do early-stage startups really need formal corporate governance documents?
Yes. Even pre-revenue startups benefit from a clear charter, bylaws or operating agreement, and founder arrangements that define equity ownership, decision-making authority, vesting, and dispute-prevention mechanisms. Investors, lenders, and potential acquirers routinely review governance documents during due diligence. Having them in order from the outset-including founder control provisions-can streamline future transactions and reduce the risk of disputes that arise when expectations are not documented. Ensuring compliance from day one avoids costly cleanup later.
How often should a company review and update its governance documents?
Companies commonly revisit governance at each significant milestone: a new financing round, major ownership change, expansion into new regulatory environments, adoption of an equity plan, or preparation for a sale or strategic partnership. A periodic review-annually or biannually-with corporate counsel helps ensure documents continue to match the company’s actual practices and regulatory context. This is also the time to update voting rights provisions, shareholder proposals procedures, and any policies that reference changed regulations.
Can governance documents help prevent founder disputes?
Mechanisms such as reverse vesting, buy/sell clauses, board tie-breakers, and well-defined voting rules can reduce the likelihood that disagreements escalate into deadlock or costly separation. These tools cannot eliminate all conflict, but they create predictable outcomes that encourage negotiated solutions and protect the ongoing business. The goal is to resolve disputes through pre-agreed structures rather than letting them metastasize into situations that threaten the company’s operations or fundraising.
What is the difference between bylaws and a shareholder agreement?
Bylaws generally govern internal corporate procedures-meetings, officer roles, board mechanics, quorum requirements, and how amendments occur. A shareholder agreement, by contrast, defines rights among shareholders themselves-transfer restrictions, buy/sell provisions, special voting rights, board designation rights, and protective provisions. Both should be drafted to work together. Conflicts between them can create uncertainty if not carefully managed by experienced counsel, particularly in situations involving shareholder meetings and board-level decisions.
Does this article create an attorney-client relationship or offer investment advice?
No. Reading this article does not create an attorney-client relationship with Faison Law Group, and nothing here constitutes legal or investment advice, nor an offer or solicitation to buy or sell any security. If you have specific governance questions about your company, contact Faison Law Group directly at (667) 213-6640 or through the firm’s contact page so the firm can evaluate whether an engagement is appropriate.