Corporate Governance

Our Corporate Governance lawyers help guide public and private U.S. corporations and financial institutions as well as international issuers through their corporate governance, compliance and disclosure issues in today’s complex legal and regulatory environment.

The group’s lawyers counsel boards, committees and management on legal requirements and best practices; respond with a seasoned team in the event of a corporate crisis; and litigate high-profile corporate governance and disclosure matters in Delaware and around the country.

Because corporate governance matters often cut across traditional practices and geographies, we take a multidisciplinary cross-border approach when problems arise. Working with partners in the U.S., Europe and Asia, we can quickly put together a team consisting as necessary of securities litigators, transactional and tax lawyers, and lawyers experienced in compensation and benefits to respond in a crisis.

Counseling and compliance assessments

  • Board and committee effectiveness, structure and composition
  • Director independence and board process
  • Fiduciary duties, including in conflict-of-interest and change-of-control transactions
  • Shareholder activism preparedness and shareholder engagement
  • Shareholder proxy access and say-on-pay proposals
  • Responses to proxy advisory firms’ positions and comments
  • Financial disclosure and stock exchange listing standards
  • Sarbanes-Oxley, Dodd-Frank and JOBS Act compliance
  • Insurance and indemnification programs
  • Director responsibilities in areas posing company-wide risk (FCPA and sanctions/OFAC compliance, environmental liability, cybersecurity, insider trading, supply-chain risk, etc.)
  • Executive and director compensation programs

Corporate governance litigation

  • Corporate control contests, including proxy fights and unsolicited takeover attempts
  • Derivative and individual claims against directors for breaching fiduciary duties
  • Appraisal proceedings under Section 262 of the Delaware General Corp. Law
  • Related-party and conflict-of-interest transactions and resulting litigation
  • Responding to activist shareholders
  • Claims against financial advisors to boards and committees

Internal investigations

  • Whistleblower complaints
  • Special committee formation
  • Oversight of investigation
  • Committee reports and dealing with regulatory authorities

Insights