Our Expertise

Corporate Governance and Compliance

With increased regulation, heightened disclosure requirements and stringent enforcement practices, companies are facing a more challenging terrain. No singular facet should be more important to a company than an effective corporate governance and compliance program. Indeed, it should be the bedrock upon which a company is established.

We have the depth of experience in corporate governance and compliance issues, and in a position to offer comprehensive counsel and representation to private and public companies concerning the regulatory landscape and best practice for corporate governance matters

Our team advises corporate boards of directors, audit and other committees of boards, and individuals in connection with:

• Contests for corporate control
• Director and officer indemnification and insurance
• Internal control and risk management systems
• Internal investigations
• Shareholder or government challenges to board authority
• Conflict of interest and related party transactions
• Other questions of director and office fiduciary responsibilities and liabilities
• Evolving trends and best practices for corporate governance.

We also have considerable experience in advising shareholders of listed and privately-held companies on best practice in relation to corporate governance issues, to wit:

• Defining the rules and establishing procedures for making decisions among stakeholders, board members, committees, managers and auditors;
• Defining the distribution of rights and responsibilities for stakeholders, board members, committees and managers; and
• How to implement structures for corporate governance to achieve shareholder objectives.

We provide assistance to our corporate clients on the following compliance issues:

• Compliance with the laws and regulations
• Insider trading considerations
• Preparation for annual meetings, including preparing proxy statements and annual reports and furnishing guidance regarding shareholder proposals
• Public disclosure of material developments and transactions.