Corporate Governance

Our attorneys have a practice in corporate governance at the Board of Directors’ level.  We are routinely asked how to structure Boards, Board Committees, Special Committees of the Board, interaction with the Audit Committee and Compensation Committee, compliance with Dodd-Frank and Sarbanes-Oxley.  We also conduct investigations at the request of a Board of Directors or a Special Committee of a Board of Directors.  We represent Special Board Committees responding to acquisitions, unsolicited bids, fairness opinions, stock buy-backs, and conflicts of interest.

We guide our clients through the governance and compliance requirements under Sarbanes-Oxley and related legislation and help them ensure their company’s operations, structure and leadership comply with these mandates and industry best practices.

Our corporate governance team:

• Advises clients on the enhanced role of audit committees;
• Reviews corporate executive compensation and employee incentive programs;
• Helps clients develop, implement and manage effective organizational policies and procedures, codes of conduct and governance guidelines;
• Conducts compliance risk assessments;
• Provides direction on performance monitoring and reporting obligations;
• Educates and assists clients regarding appropriate measures to ensure compliance with the legal requirements of the Securities and Exchange Commission, various exchange listing requirements and other applicable laws and regulations;
• Drafts Committee Charter documents for the Audit Committee, Compensation Committee, Corporate Governance Committee, and Special Committees;
• Drafts corporate governance documents such as Code of Business Conduct, Supplier Code of Conduct, Rights and Responsibilities Policy, Authorization Policy, Privacy Policy, Contract Requirements Policy, and Document Retention Policy.

Our practice experience includes:

• Change-in-control transactions
• Financial reporting irregularities
• Governance guidelines
• Corporate evaluation programs
• Corporate governance guidelines
• CEO/CFO certifications
• Executive succession
• Executive compensation
• Employee incentive programs
• Internal investigations
• Codes of conduct 
• Board committee charters
• Document retention policies
• Privacy policies
• Whistleblower policies
• Policies for director and officer indemnification, risk management and related-party transactions