Corporate Governance

Increased investor and regulatory scrutiny, heightened disclosure requirements and more rigorous enforcement practices are putting companies under constant pressure to maintain stringent corporate governance programs.

We are thought leaders in the area of corporate governance, advising newly formed, mature and recently restructured public and private companies across industry sectors. Our practitioners advise management, boards of directors and special committees in connection with a broad array of corporate governance and related matters.

Operating as trusted advisors to our clients in their fulfillment of fiduciary duties, we take a holistic approach to corporate governance, combining the resources of a full-service global law firm to advise on fulfilling fiduciary duties and setting the tone at the top by:

• Designing best practice governance structures, board and committee structures and employee, shareholder and other stakeholder communications and relations programs, including thought leadership on board and corporate diversity initiatives.
• Developing robust, forward-thinking environmental, social and governance (ESG) programs.
• Constructing activist preparedness and defense strategies, including advising on proxy access, say-on-pay, shareholders’ ability to call special meetings and majority voting in director elections.
• Responding to shareholder proposals, dealing with Institutional Shareholder Services and other proxy advisory firms, and preparing proxy and annual meeting processes.
• Navigating financial restatement and advising on other accounting issues.
• Conducting internal investigations and providing guidance relating to inquiries and investigations by the United States Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and the U.S. Congress.
• Assisting in clients’ compliance with Sarbanes-Oxley Act of 2002 (SOX), the Foreign Corrupt Practices Act (FCPA) and U.K. Bribery Act and other regulatory requirements.
• Advising on executive compensation planning and disclosure.