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Corporate Governance

Corporate Governance

Our attorneys can help you and your board stand up to scrutiny by government and private entities through practical counsel on corporate governance. Leverage our experience and knowledge on matters related to structure, compensation, disclosures, and audits.

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Corporate Governance

Your Trusted Counsel

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.

We frequently advise clients on the Sarbanes-Oxley Act, 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 Proactive Approach

Our attorneys offer a high degree of experience and knowledge in handling matters related to corporate governance, including:

  • 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.

Our corporate governance attorneys are well-prepared to help our clients meet these challenges and opportunities with timely and practical advice.

When Litigation Arises

Our trial lawyers counsel and represent publicly-traded and closely-held businesses and their owners in other litigation involving company internal affairs and governance.

We help our clients with:

  • Actions for breach of fiduciary responsibility
  • Various control disputes, including proxy contests, attempted receivership, and hostile takeovers
  • Shareholder derivative suits, corporate dissolution, and demands for inspection of corporate records
  • Dissenters' rights litigation, including fair value determinations and squeeze-out mergers

Our attorneys also assist the boards of directors for both public and private companies in structuring and conducting internal investigations by various special committees.

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