Corporate Governance

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