We regularly advise boards of directors and executives on corporate governance issues and related matters.
In particular, our publicly held clients value our guidance in interpreting and complying with the complex legal framework imposed by federal and state securities laws, including, among others, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the regulatory requirements of the Securities and Exchange Commission and stock exchange listing rules.
Our attorneys offer a high degree of experience and knowledge in handling matters related to corporate governance, including advising our clients regarding:
- The composition and operation of boards of directors and their committees, including audit, compensation, corporate governance and nominating committees
- Current, periodic and proxy statement disclosure requirements and certifications
- Shareholder relations and crisis management issues
- Charters and "best practices" for board committees
- Codes of ethics and corporate governance, disclosure and insider trading policies
- Executive compensation design and disclosure issues
- Fiduciary duties of directors in addressing routine matters and complex decisions involving business combination transactions, equity and debt financings and other matters occurring outside the ordinary course of business
- Purpose and use of special committees in corporate transactions involving insiders and affiliates
- Articles and certificates of incorporation and bylaws
We believe that regulation of corporate governance practices and the roles of directors and officers, particularly for public companies, will continue to be closely scrutinized by federal and state lawmakers, regulators, private institutions such as the New York Stock Exchange, the NASDAQ Stock Market, the Financial Industry Regulatory Authority, shareholder advocates and proxy advisors. The members of our Corporate Governance and Securities Practice Groups are well prepared to help our clients meet these challenges and opportunities with timely and practical advice.