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CORPORATE GOVERNANCE & COMPLIANCE

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 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.

Publications

Understanding Universal Proxy Rules and Navigating Increased Shareholder Activism

Final Rules Issued Amending SEC Schedules 13D and 13G Beneficial Ownership Reporting Requirements

SEC adopts new executive clawback requirements for erroneously awarded compensation

Do you want your EEO-1 reports made public?

SEC urges SPACs to include disclosures of conflicts of interest

12 answers: The federal contractor vaccine and masking requirements

A two-minute overview of the September 9 executive order on contractor “vaccines”

New requirement for corporations doing business in Illinois to publicly report employee demographic data

SEC expands private placement availability by easing integration requirements

Item 402 Pay Ratio Disclosures: Annual proxy statements filed in 2021 may need a new median employee determination

Three key elements of good corporate governance

SEC adopts new procedure for confidential treatment requests and extensions

Beware the tail of the dog: 5 tips in dealing with employee benefits in mergers and acquisitions

Private equity’s top ten issues for the next president

U.K. now requires supply chain transparency on human trafficking risks

Doing business in California or the UK? You may be required to be a watchdog for human trafficking

What you need to know about federal trade secret protection

Protecting the identity of your LLC members, LP partners in litigation, Part II: Strategies for discovery

Protecting the identity of your LLC members, LP partners in litigation, Part I: Motions to remand

NLRB posting requirement struck down by court; federal contractors still on the hook

Blog Posts

What’s new for medical cannabis facilities after the Cannabis Regulation and Tax Act

Getting ready for ED’s new state authorization rule

Six years after Penn State, has college athletics really reformed its crisis response?

Home Depot directors prevail in cybersecurity liability claim

Cybersecurity liability: Delaware has good news for directors

8 tips for engaging ACO boards to meet requirements in the Final Waivers

News

Industry Coverage: David Kaufman Discusses Shein IPO

David Kaufman Discusses Reasons Behind Stock Drops in Fashion IPO Market

David Kaufman and Nathan Viehl Discuss Tips on Leverage When Selling Your Business

Corporate and securities partner Susan Fisher joins Thompson Coburn in Dallas

Brent Trame named a 2020 BTI Client Service All-Star

Tom Minogue to receive ICON Award from Missouri Lawyers Media

Congratulations to our 14 ‘Lawyers of the Year’ for 2020

Thompson Coburn announces leadership Succession Plan

Thompson Coburn supports agricultural growth through the Center for Soybean Innovation

Thompson Coburn earns 11 national top-tier rankings in U.S. News 2019 ‘Best Law Firms’ survey

Barry Klinckhardt, Susan Myers among 2018 Corporate Counsel Award winners

Victims of tech support scheme again targeted by scammers

Emily Wang Murphy appointed to Lawyers Have Heart board

Two Thompson Coburn attorneys tapped for St. Louis Magazine’s 2016 ‘Power List’

Claire Schenk appointed Receiver in FTC enforcement action against tech support scam

Congratulations to our 2017 ‘Lawyers of the Year’

Matt Hafter joins corporate practice in Chicago

A merger story: Tom Minogue and Jack Musgrave discuss 20 years as Thompson Coburn

Congratulations to the new Thompson Coburn partners for 2016

Congratulations to our 8 ‘Lawyers of the Year’

25 Thompson Coburn attorneys recognized in 2015 Chambers USA

Tom Minogue named chair of University of Missouri-St. Louis board

Los Angeles litigator, business advisor Rich Reinis joins Thompson Coburn

Thompson Coburn earns eight national top-tier rankings in U.S. News ‘Best Law Firms’ survey

Congratulations to our 15 St. Louis ‘Lawyers of the Year’

27 Thompson Coburn attorneys recognized in 2014 Chambers USA

Claire Schenk to speak at 10th Annual ABA National Institute on False Claims Act

Higher education attorney Aaron D. Lacey joins Thompson Coburn

Bob Wallace article: What’s acceptable behavior in the sports workplace?

Webinar will review attorney client privilege for in-house counsel

Thompson Coburn closes acquisition of Lion’s Choice restaurants

Claire Schenk talks about her work on record-setting fraud settlement for U.S. Attorney’s Office

Rob Lang publishes e-book on corporate governance litigation

19 Thompson Coburn partners named 2013 St. Louis Lawyers of the Year

Bob Wallace, Jan Paul Miller publish article on compliance lessons from the Penn State fiasco

Rick Reibman joins Thompson Coburn as a partner

Bob Wallace joins Thompson Coburn as partner

Partner
New York

John draws on his more than 30 years of litigation experience to represent a wide variety of clients in federal and state trial and appellate courts.

John draws on his more than 30 years of litigation experience to represent ...

John Amato
Partner
Chicago

Barry serves as an advisor to publicly held and private companies as well as individuals involved in all types of complex transactions.

Barry serves as an advisor to publicly held and private companies as well a...

Barry Fischer
Partner
Chicago

Jay serves as a critical business partner and advisor for a variety of companies, from startups to multi-level international organizations.

Jay serves as a critical business partner and advisor for a variety of comp...

A. Jay Goldstein
Partner
Washington, D.C.

Benjamin is a corporate advisor and business strategist for a wide variety of privately-held businesses, manufacturers, financial institutions, and nonprofits.

Benjamin is a corporate advisor and business strategist for a wide variety ...

Benjamin Hulsey
Partner
New York

James serves as legal adviser to investors, entrepreneurs, investment advisers and investment bankers as they fund or invest in new companies, grow established private co...

James serves as legal adviser to investors, entrepreneurs, investment advis...

James Kardon
Partner
Chicago

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David Kaufman
Partner
St. Louis

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group and serves on the Firm's Management Committee.

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group a...

Michele Kloeppel
Partner
St. Louis

The Chair of Thompson Coburn's Higher Education Practice, Aaron assists institutions to navigate a wide range of complex legal and regulatory matters.

The Chair of Thompson Coburn's Higher Education Practice, Aaron assists ins...

Aaron Lacey
Partner
St. Louis

Sarah advises corporate clients on mergers and acquisitions, securities law compliance, corporate governance and general business counseling.

Sarah advises corporate clients on mergers and acquisitions, securities law...

Sarah Larson
Partner
St. Louis

Mike focuses his legal practice on public finance, corporate law, business transactions, governmental and nonprofit law.

Mike focuses his legal practice on public finance, corporate law, business ...

Michael Lause
Partner
St. Louis

Tom is Co-Chair of Thompson Coburn LLP's Corporate Department.

Tom is Co-Chair of Thompson Coburn LLP's Corporate Department.

Tom Litz
Partner
New York

Steve represents financial institutions, businesses and constituencies in major commercial disputes, with a particular focus in lender liability cases, fraud-based invest...

Steve represents financial institutions, businesses and constituencies in m...

Steven Mandelsberg
Partner
St. Louis

Greg represents clients in mergers and acquisitions and sophisticated securities offerings, and offers advice on the wide range of regulatory and compliance issues affect...

Greg represents clients in mergers and acquisitions and sophisticated secur...

Greg Mennerick
Partner
St. Louis

Jan is a former United States Attorney with extensive trial experience who represents companies and individuals in major litigation and regulatory actions.

Jan is a former United States Attorney with extensive trial experience who ...

Jan Paul Miller
Senior Counsel
St. Louis

Tom is the immediate past Chair of Thompson Coburn, where for 20 years he led the Firm through a period of growth and nationwide expansion.

Tom is the immediate past Chair of Thompson Coburn, where for 20 years he l...

Tom Minogue
Partner
Washington, D.C.

Clients have consistently praised Emily for her "practical, common sense solutions" and "natural instincts" for deal flow.

Clients have consistently praised Emily for her "practical, common sense so...

Emily Wang Murphy
Partner
New York

Zachary delivers practical, tactical, and experienced advice to corporate, lending, and fiduciary clients with respect to all phases of litigation, alternate dispute reso...

Zachary delivers practical, tactical, and experienced advice to corporate, ...

Zachary Newman
Partner
St. Louis

Greg counsels entrepreneurs, investment advisors and major institutional investors on a wide range of securities offerings and transactions while providing comprehensive ...

Greg counsels entrepreneurs, investment advisors and major institutional in...

Greg Patterson
Partner
St. Louis

Brent helps his clients navigate the complexities of mergers, acquisitions, financings, and other significant corporate transactions from initial negotiation through exec...

Brent helps his clients navigate the complexities of mergers, acquisitions,...

Brent Trame
Partner
Chicago

Nathan advises both buyers and sellers in a range of sophisticated M&A transactions, including private equity and strategic acquisitions, divestitures, and leveraged ...

Nathan advises both buyers and sellers in a range of sophisticated M&A ...

Nathan Viehl
Partner
Chicago |
Los Angeles

Described by one client as a highly effective "legal quarterback," Kevin handles a wide range of transactional and governance matters for corporate clients and financial ...

Described by one client as a highly effective "legal quarterback," Kevin ha...

Kevin Young