Over the past several years, the focus on corporate governance standards applicable to public companies has increased dramatically as deficiencies in the area have been repeatedly highlighted in the media.

We counsel management teams, boards of directors, special purpose board committees and other clients on a myriad of corporate governance and other regulatory or ethical compliance matters. We not only help our clients understand the implications of the governance requirements or challenges they face, but also help them develop strategies for compliance and avoidance of future problems. Notwithstanding the presence of several fundamental standards and approaches to address many sensitive matters, each corporate governance or compliance situation is likely to be unique in some important respect. As a result, flexibility and creativity are essential to developing an appropriately customized strategy and plan for effective resolution of many situations.

We regularly advise clients on a broad range of complex or sensitive governance or compliance issues, including:

  • Audit committee practices
  • Public disclosure regimes and officer certifications
  • Insider trading rules and procedures
  • Shareholder interaction and initiatives
  • Board structure, composition and processes
  • Fiduciary duties under corporate and other state laws
  • Stock market listing compliance
  • Codes of ethics or conduct and other related party transaction protocols
  • Overall corporate governance guidelines and compliance programs

In addition to providing legal services, our attorneys regularly speak to senior officers and directors of public companies, as well as at seminars and other instructional programs, on Sarbanes-Oxley and related corporate governance initiatives. We often team with "Big 4" accounting firms, the National Association of Corporate Directors (NACD), and other organizations active in the corporate governance arena to exchange perspectives on corporate governance practices and initiatives and to advance learning generally on how corporate America is responding to reforms. Through these activities, we are able to supplement our legal advice with valuable perspectives on national and industry-specific trends.

Corporate Governance

Experience Highlights

Governance litigation for a health care services company
Represented a health care services company in wide-ranging disputes and litigation with a minority member who asserted a variety of breach of more
Conducted internal corporate investigation for a Maryland bank
Conducted internal corporate investigation for a financial institution and negotiated a consent to the issuance of a cease and desist order with the more
Corporate governance investigation for a Midwest-based REIT
Represented a Midwest-based REIT in a corporate governance investigation. The firm reported to an audit committee of the NYSE-listed issuer regarding more
Not-for-profit law advice for Breeders’ Cup Limited
Advised the not-for-profit Breeders’ Cup Limited, a thoroughbred horse race operator, on New York not-for-profit law, leading to a reorganization of more

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