Corporate Governance

We provide comprehensive and tailored counsel to meet the evolving needs of our clients and the changing regulations that impact them. Our multidisciplinary approach leverages the skills and experience of attorneys from corporate, litigation, regulatory, and executive compensation practices to deliver effective strategies for compliance and governance.

Our team advises individual executives, boards of directors, and board committee members with respect to their fiduciary responsibilities. We help clients avoid costly operational disruptions, regulatory and law enforcement investigations, and civil and criminal penalties by developing and implementing effective compliance plans. In the event of adverse findings, we act quickly to curtail and solve problems.

Our services include:

• Advising on board composition and structure, including membership qualifications, nominating procedures, committee structures, and duties;
• Guiding boards, individual directors, and corporate executives on fiduciary duties, disclosure, and reporting requirements;
• Providing advice on fiduciary duties arising from insolvency or financial difficulties;
• Developing and implementing ethics policies and related programs to prevent and detect violations of law;
• Counseling on disclosure controls and internal controls required by federal securities laws and regulations;
• Conducting internal investigations and SEC investigations, involving our White Collar team as needed;
• Advising on management succession, and compensation and benefits for executives and directors;
• Handling conflict-of-interest and change-of-control matters, including mergers, proxy contests, and takeover bids;
• Ensuring compliance with the Sarbanes-Oxley Act of 2002 and related SEC regulations,
• Providing advice on NYSE/Nasdaq corporate governance requirements;
• Advising on voting guidelines of proxy advisory firms such as ISS and Glass Lewis; and
• Handling stockholder proposals under the Securities Exchange Act of 1934 and state corporate law, including Delaware law.