Corporate Governance Advice and Disclosure Counseling

Orrick's Securities Litigation and Regulatory Enforcement Group provides guidance and advice to directors, officers, audit committees, compensation committees, special litigation committees, and shareholders regarding their fiduciary duties in varied situations. We have advised audit and compensation committees regarding their composition and responsibilities, assisted board committees in drafting charters, advised companies and their boards concerning NYSE, Nasdaq and AMEX listing standards and rules relating to corporate governance, represented special litigation committees in conducting investigations, prepared reports regarding shareholder litigation demands, and successfully defended board and committees members in fiduciary duty litigation.

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.

We also provide advice to board regarding:

• Sarbanes-Oxley Act compliance
• Regulation FD compliance
• SEC filings
• Insider trading policies and blackout periods
• Communications with analysts
• Press releases
• Safe-harbor language
• Audit committee and compensation committee policies

Orrick's Securities Litigation and Regulatory Enforcement Group draws upon its knowledge and experience, and that of the Firm's Corporate Group, to counsel clients concerning the prevention of shareholder litigation and regulatory investigations. Specifically, we use our litigation experience to advise clients regarding appropriate pre-release of earnings, possible disclosure of SEC and/or criminal inquiries and investigations, utilization of the safe harbor provisions of the Private Securities Litigation and Regulatory Enforcement Reform Act of 1995, compliance with Regulation FD and the Sarbanes-Oxley Act of 2002.