Corporate Governance

Orrick’s Corporate Governance team serves as trusted counsel to innovative public companies and high-growth companies navigating the path to becoming public companies. We understand the tension between establishing state-of-the art, gold standard governance and the need to be nimble while companies scale, especially in today’s uncertain environment. We bring a practical, solutions-oriented approach grounded in each client’s business model and our broader sector experience.

Recognized as a leading firm in Corporate Governance by The Legal 500 US, 2025.

At a moment when innovation is outpacing regulation, our team collaborates closely with Orrick’s sector focused practices to help our clients make and implement strategic decisions that advance their business objectives. We are frequently embedded within deal teams advising on capital markets, M&A and other corporate transactions. And we work hand in hand with regulatory and enforcement teams at Orrick in areas such as compensation & benefits, consumer finance, healthcare, and AI to develop tailored solutions.

Our approach is designed to deliver cohesive, high-impact guidance across the corporate life cycle—from navigating board dynamics and special committee needs to managing disclosure obligations, shareholder engagement and enforcement or litigation challenges.

We focus on helping clients anticipate what’s ahead and build resilient governance frameworks aligned with their size, scale, and growth trajectory—and support sustainable, long-term success.

Counseling and Compliance Assessments

  • Board and committee structure, composition and effectiveness
  • Director independence and board process
  • Fiduciary duties, including in conflict-of-interest and change-of-control transactions
  • 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
  • Shareholder activism preparedness and shareholder engagement
  • Responses to proxy advisory firms' positions and comments

Internal Investigations

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

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

Events