Overview

Public and private companies depend on us for guidance through evolving U.S. and foreign regulation and best practices in board operation, director responsibilities and other corporate governance issues.

Public Companies

We help boards of directors develop corporate governance guidelines and charters for audit, compensation, nominating and other committees. We assist clients with developing board policies and procedures, including standards for determining director independence, policies for interested parties to communicate with directors, pre-approval policies for non-audit fees, and so-called whistle blowing complaint and resolution procedures.

Our team also works with boards to develop policies for related-party transactions and other potential conflicts of interest. We design and assess indemnification programs to help clients protect their directors and officers. Public companies also rely on us to review and negotiate directors’ and officers’ liability insurance policy applications and binders.

Private Companies

While corporate governance requirements are typically similar for both private and public companies, we understand that a “one-size-fits-all” approach for regulations like Sarbanes-Oxley is not the right answer. Our lawyers offer solutions consistent with the economic and operational realities of privately held enterprises.

We provide compliance, risk analysis and prevention strategies on issues involving labor and employment, real world antitrust, taxation, environmental, imports/exports, foreign corrupt practices, data security and privacy, and document retention. Our team partners with clients to develop codes of conduct and operating procedures and facilitate compliance training programs for both c-level executives and staff. Private companies and their owners also look to us for representation in criminal and civil claims of corporate misconduct.

We combine the experience of our corporate governance team with extensive resources of other firm practice groups to craft sophisticated governance solutions for both public and private company clients.