Corporate Governance

We represent clients in a broad range of industries, ranging from smaller and mid‑size private companies to public companies, closely-held and family-owned businesses, boards of directors, special committees and management in corporate governance best practices and disclosure matters.

Our attorneys counsel corporate boards on oversight and fiduciary responsibilities, board and committee structure, and their fiduciary duties (and appropriate contractual provisions to enable them to satisfy those duties) with respect to mergers, acquisitions and financings. We also assist corporate boards in conducting investigations and crisis management.

We help our clients understand and implement governance practices that comply with the Sarbanes-Oxley Act of 2002, Securities and Exchange Commission rules, and stock exchange standards. We assist in preparing disclosures required for SEC reports and other public documents, and we help our clients structure governance practices that are tailored to the client’s business and that complement the client’s corporate culture.

We advise board committees—including audit, compensation and nominating/governance committees—regarding their responsibilities under SEC and stock exchange regulations. We assist board committees in dealing with their relationships with outside auditors, compensation consultants and other third party advisors.

For clients drafting and implementing policies and procedures, we provide counsel on compliance requirements, and we advise clients on enforcing those procedures.