We have extensive experience in a wide variety of corporate governance matters, frequently serving as counsel to boards of directors, independent directors, and special committees in connection with matters such as financial reporting issues, internal corporate investigations, change of control issues, and similar matters. We counsel clients on a variety of topics, including board fiduciary duties; board and committee composition, structure, and process; Sarbanes-Oxley Act compliance; executive compensation disclosure and strategy; stockholder communications; and proxy contests and other contested and uncontested changes of control.
As principal outside counsel for several FORTUNE 500 companies, we handle corporate compliance, corporate governance, risk management, business ethics, and corporate social responsibility matters. We also help our clients in developing, implementing, and enhancing corporate compliance programs based on the standards established in the US Federal Sentencing Guidelines and in drafting the codes of conduct, various substantive law practice guides, training programs, and charters. In addition, we help clients develop Regulation FD and communications policies and often advise on sensitive disclosure matters. When required, we represent clients in investigations by the Securities and Exchange Commission and the Department of Justice and special investigations by corporations with respect to corporate practices regarding the granting and exercise of stock options. We counsel clients regarding issues implicated by options and other equity grants, including accounting issues, corporate governance issues, civil and criminal enforcement issues, disclosure issues, and emerging best practices.