Corporate Governance

We provide comprehensive advice and practical solutions to public and private companies regarding their corporate governance structure, practices and related matters. Our corporate lawyers have significant experience in advising senior management, boards of directors and special committees on governance issues.

General Advisory Services. - Developing board and committee structure, duties and practices. Advising on appropriate roles and duties of directors and committees and implementing governance policies and procedures to comply with regulatory requirements. Monitoring new and evolving SEC, NASDAQ and NYSE requirements and implementing changing standards.
Governance Charters and Policies. - Drafting and implementation of policies and procedures mandated by the Sarbanes-Oxley Act of 2002, related SEC and SRO rules and regulations and best practices. Evaluating and adopting board committee charters, corporate governance policies, codes of ethics and disclosure controls and practices.
Independent Committee Representation. - Independent counsel to board committees, providing advice on committee membership standards, duties and internal investigations. Working as counsel to special committees appointed to consider mergers, acquisitions and divestitures, buy-outs, spin-offs and management transactions.
Audit and Compensation Committee Matters. - Advising Audit Committees with respect to charters, performing oversight functions, selection and independence reviews of outside auditors, review of financial statement preparation, and implementing and monitoring internal controls and compliance programs. Advising Compensation Committees with SEC disclosures including Compensation Discussion & Analysis and with preparation of tally sheets, wealth accumulation analyses and peer group data. Extensive experience working closely with committees and compensation consultants on equity based and performance based compensation plan design and compensation practices.
Shareholder Relations; Nominating Committees. - Preparing for proxy contests, shareholder proposals and shareholder nominations and advising on appropriate shareholder communication standards. Assisting with preparation for annual and special shareholder meetings, including preparing proxy statements and annual reports. Reviewing board compensation and nominee qualifications. Annual director and officer questionnaires.
Director and Officer Liability. - Evaluating conflicts of interest and corporate opportunity questions and providing counsel to limit director and officer liability. D&O insurance coverage analysis and advice. Advising on insider trading restrictions and securities law compliance matters for directors and officers including the timing and reporting of stock sales and purchases. Preparing insider trading policies and Rule 10b5-1 trading plans. Developing systems to assist directors and officers in timely reporting of securities transactions under Section 16 of the Securities Exchange Act. Representing directors and officers in informal SEC investigations regarding securities trading and other issues and other securities litigation.
Governance and Securities Litigation. - Defending issuers, officers and directors, investment advisors, investment bankers, underwriters, broker-dealers and other capital market professionals in all types of corporate litigation and securities-related proceedings and disputes. Representing clients in enforcement investigations and administrative proceedings brought by SEC, FINRA (formerly NASD Regulations, Inc.), NYSE and state regulators and class action securities fraud cases, shareholder derivative actions against officers and directors, merger litigation and other matters arising out of securities transactions.
Corporate Investigations. - Assisting clients with investigations of wrongdoing, leading investigations and developing appropriate responses and strategies for the disclosure of sensitive information. Investigating on behalf of management or special board of director committees allegations of financial irregularities, mismanagement, breach of duties, compensation and benefits improprieties and inadequate controls.
Governance Audits and Assessments. - Comprehensive reviews and analyses of legal compliance practices and policies, appropriate corporate governance practices, internal controls, and disclosures controls and procedures.
Public Company Disclosure Practices. Advice with respect to appropriate disclosure practices and compliance with fair disclosure requirements under federal securities laws.
Board and Management Education. - Presentations and seminars to directors and senior management to explain their fiduciary duties and responsibilities, corporate governance rules and best practices.