Services

Our lawyers have broad and deep experience representing and advising independent directors, board committees and special committees. Services include:

• Counsel to Independent Directors. We assist independent directors in developing corporate governance guidelines; advise on matters relating to board committee structure and functions; and counsel independent directors on their fiduciary duties, potential liabilities, oversight of management, company risk evaluations and directors' and officers' liability insurance. We also advise on the effectiveness of a company's corporate compliance program.
• Counsel to Board Committees. We help board committees develop processes and procedures to aid them in the effective discharge of their duties; assist audit committees in the legal analysis of accounting and financial concerns, including potential restatements; advise compensation committees in developing executive compensation programs and policies and related disclosure; help nominating committees evaluate the independence of directors and address conflict-of-interest issues; and advise special committees when a company is contemplating a transaction in which management has an interest or when the company or its personnel may have violated the law or their duties to the company.
• Special Committees. We advise independent directors on the creation of ad-hoc special committees in connection with transactions involving a potential change in corporate control and assist them on evaluation of strategic alternatives, such as going-private considerations, relations with investment bankers, fairness opinions and other corporate control issues. We also work with other types of special committees, including those created to deal with whistle-blower issues, accusations against the company or its executives and other issues confronting public companies that call for the creation of a special committee.
• Internal Investigations. We conduct internal investigations on behalf of corporate clients, board committees and special committees concerning allegations of financial and accounting irregularities, employee dishonesty, violations of the Foreign Corrupt Practices Act, violations of antitrust laws and other sensitive matters. We assist directors in the design and implementation of an investigation that will give them a head start in fashioning appropriate oversight of the company's responses to governmental action or a claim of misconduct. We have extensive experience in developing and implementing sound compliance programs designed to reduce risks associated with conduct that can lead to government scrutiny and to improve the odds of a favorable outcome in the event of such scrutiny.
• Transactions Involving Related Parties. We represent independent directors during transactions when the interests of management are adverse to the company. This representation includes the negotiation of employment contracts, severance packages, compensation and benefit programs, change-of-control agreements and confidentiality agreements.