In the wake of Enron, Lehman and the global economic downturn, proper corporate governance requires an increasingly informed and nuanced perspective. Directors and officers must ensure they are up-to-date on the law governing their fiduciary duties, both with regard to the corporate decisions they make (or do not make) and the disclosures they reveal. Failure to stay attuned to current rules can not only wreck havoc on the Company’s fortunes, but can result in personal liability for the individual, as well.
Given the depth of Orrick’s securities litigation and transactional experience, we offer insightful and comprehensive guidance into all questions of corporate governance. We advise Fortune 500 boards on NYSE and Nasdaq listing standards, special committees on privilege issues related to their investigations, audit committees on responding to shareholder demands, and individuals on their fiduciary duties to disclose.
We also analyze and provide advice regarding D&O insurance and indemnification matters and evaluate coverage issues as they relate to potential and ongoing litigation. Because of our depth of experience in this area, we have built a strong relationship with many of the nation's leading D&O insurers, and we often hold seminars for officers and directors in connection with D&O insurance and corporate indemnification.
In-Depth Knowledge and Preventative Care
Orrick advises it corporate clients on how to prevent shareholder litigation and regulatory investigations before they happen. Specifically, we draw on the vast litigation experience of our 62 dedicated attorneys to advise our clients on the appropriate pre-release of earnings, possible disclosure of SEC and/or criminal inquiries and investigations, utilization of federal safe harbor provisions, and compliance with Regulation FD and the Sarbanes-Oxley Act of 2002.
Insofar as most expensive litigation can be prevented by following the proper corporate processes, we also help ensure our clients are following best practices with respect to SEC filings, insider trading policies and blackout periods, press releases, safe-harbor language, and audit/compensation committee policies.
When securities litigation is unavoidable—and the very livelihood of the company may be at stake—Orrick’s broad counseling experience can help directors and company officers take the right steps to ensure the best outcome. We regularly advise our clients on the content of public disclosures related to the litigation and to the underlying controversy, the means for "terminating" derivative litigation or minimizing its impact, and the methods for ensuring that future business operations do not adversely effect an ongoing case.
Experienced at the Highest Level
We have advised insiders at dozens of the nation’s best known and most profitable companies including Chesapeake Energy, NVIDIA, Intel, eBay, Nike and Facebook.