We advise clients on an array of corporate governance-related matters. We draw on our depth of experience in corporate governance matters to provide advice that integrates current best practices, knowledge of the client and practical judgment to address complex situations that pose regulatory and liability risks. Our advice involves compliance with applicable legal and regulatory corporate governance requirements, including those arising from the the Sarbanes-Oxley Act of 2002 and other federal laws regulating corporate activities, Securities and Exchange Commission (SEC), New York Stock Exchange and The NASDAQ Global Select Market rules and regulations, and applicable state corporate laws.
Corporate governance matters on which we provide advice include:
- composition of boards of directors and committees
- corporate governance guidelines and committee charters
- board and committee process and procedures, including oversight responsibilities and function for the board and each committee
- “best practices” for boards, committees, individual directors and officers
- board and committee self-evaluations
- corporate governance-related disclosure requirements
- director and officer fiduciary duties and responsibilities
- executive compensation
- compliance with legal and ethical requirements, including implementation and updating of code of business ethics and code of ethics for senior financial officers.
We also aid clients in conducting internal investigations, when needed, and in implementing ethics and compliance programs. We design and tailor compliance programs to meet each client’s business requirements, taking into account the existing organizational structures, culture and needs. Our attorneys are experienced in applicable areas such as antitrust, employment, environmental, Foreign Corrupt Practices Act, government contracting, political campaign law, securities law, record retention, intellectual property and international trade. Our programs assist clients in complying with the federal Organizational Sentencing Guidelines, the Sarbanes-Oxley Act, and the regulatory requirements of the SEC and various stock exchanges.