Corporate Governance and Sarbanes-Oxley

Corporate governance evolves over the life of an enterprise. We help public companies, family businesses, high-growth companies and nonprofits navigate the legal and fiduciary obligations and rights of their varied constituents – and we’ll work together to tailor solutions that provide clear lines of authority and accountability for the best possible management decisions. We advise on such issues as:

  • Director Independence
  • Codes of Ethics
  • Board Committee Charters
  • Whistleblowers
  • Executive Compensation
  • Conflicts of Interest
  • Fiduciary Duties
  • Director Nominations and Elections
  • Accounting Errors or Irregularities
  • Disclosure Controls, Policies and Procedures
  • Shareholder Rights and Communications

We have worked with many public companies to implement the governance standards for exchange-listed companies as they have evolved under Sarbanes-Oxley and continue to assist them on changes as they relate to market pressures and new regulations. The same knowledge base is used by our attorneys to assist private companies and nonprofits in developing the best practices that are appropriate for them.

Critical governance issues often arise in the midst of major corporate transactions, mergers, tender offers and contests for control. We are experienced advising boards on measures they can implement to protect their company’s best interest in such circumstances. Likewise, we regularly advise board committees on matters in which management or other directors may have conflicting interests.