Capabilities

Corporate Governance

Language

Our firm has extensive experience in a wide variety of corporate governance matters, representing directors, special committees, corporations, and other entities, and encompassing compliance and counseling, shareholder derivative litigation, and other adversarial matters. The firm was recently named a Tier 1 firm for Corporate Governance by The Legal 500 US 2017, and was recognized by U.S. News & World Report and Best Lawyers as having a top ranked national practice in Corporate Law.

Corporate governance is critical for public companies and their general counsel. Our attorneys handle corporate compliance, governance, risk management, business ethics, executive compensation, and corporate social responsibility matters. Our experience includes:

  • drafting and implementing codes of conduct and committee charters;
  • developing, implementing, and enhancing corporate compliance programs;
  • creating Regulation FD and communications policies;
  • providing guidance on sensitive disclosure matters;
  • counseling on board fiduciary duties, board and committee composition, and process; and
  • advising on compliance with Sarbanes-Oxley, Dodd-Frank, and other statutes.

We also have extensive experience representing corporations, directors, officers, and special committees in litigation relating to alleged breaches of duty and other matters, including shareholder derivative litigation. We act for clients in connection with internal investigations, governmental and non-governmental investigations, and civil and criminal enforcement actions.

We frequently advise on distressed company situations and defend officers and directors in bankruptcy-related litigation. For management buyouts or other related party transactions, we provide specialized advice for independent directors and corporations. We advise directors and special committees in the context of merger and acquisition transactions, including proxy contests and other contested and uncontested changes of control.

Our practices in the private equity and nonprofit sectors encompass corporate governance matters particular to those areas. We have advised private equity clients concerning corporate governance matters arising in M&A transactions and best practices when fund employees serve on portfolio company boards. We have also defended private equity funds in governance-related litigation. Likewise, our attorneys who focus on nonprofits have significant experience in addressing the corporate governance issues that are unique to the nonprofit sector.

Perspectives

Tax Reform Proposals Threaten Major Changes to Executive Compensation
Advisory
Arnold & Porter Discusses SEC's Pay Ratio Guidance
The Columbia Law School Blue Sky Blog
Dealing with Directors and Officers
Bankruptcy 2017: Views from the Bench, American Bankruptcy Institute, Georgetown University Law Center, Washington, DC
SEC Issues Pay Ratio Guidance
Advisory
SEC Expands Confidential Review Process for Draft Registration Statements
Advisory
More

Recognition

The Legal 500 US
Corporate Governance (2016-2017)
U.S. News & World Report and Best Lawyers
"Best Law Firms" for Corporate Law (2010-2017)
Overview

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