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Corporate Governance

We represent boards of directors, senior management, general counsel and other fiduciaries who manage the business affairs, finances and legal rights and obligations of shareholders, equity owners and other stakeholders in issues relating to the governance of corporations and other entities including:

  • Compliance with the Sarbanes-Oxley Act of 2002
  • The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011
  • Charter and bylaw provisions
  • Board and board committee structure and operation
  • Director/officer duties and liabilities
  • The creation of corporate divisions
  • Subsidiaries and spinoffs
  • Shareholder proposals
  • Derivative and shareholder litigation
  • Executive employment agreements
  • Related party transactions and transactions involving conflicts of interests
  • Duties and responsibility under the Securities Act of 1933 and the Securities Exchange Act of 1934
  • Severance arrangements, and stock option, executive compensation and indemnification issues
  • Designing executive compensation and benefit plans
  • Counseling on ERISA fiduciary duties
  • Representing independent directors and audit, corporate governance, compensation, litigation and special investigative committees
  • Advising on corporate officer and employee issues
  • Assisting with enterprise risk management and asset protection
  • Protecting the tax-exempt status of charitable enterprises and avoiding the imposition of sanctions by the Internal Revenue Service
  • Assisting with whistleblower actions, including False Claims Act controversies
  • Conducting due diligence reviews
  • Training employees on ethics and compliance issues

We also prepare corporate procedures and policies on subjects ranging from guidelines for director and officer conduct to corporate ethical standards and codes of conduct, record retention policies and corporate legal audit strategies. We regularly advise clients regarding the “business judgment” rule as developed under state corporate law, directors’ and officers’ fiduciary duties, including the duties of care and loyalty, and correct procedures with respect to related party transactions and other matters that require special approvals, as well as officer, director and shareholder liability and indemnity, and many other issues pertaining to the management and oversight of corporations, limited liability companies, partnerships and trusts.