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Corporate Governance

Public and private companies looking to balance stakeholder interests, build business integrity, and steer corporate direction turn to Arnold & Porter. Our Corporate Governance team has extensive experience with the rules, practices, and processes that provide clients the legal framework for attaining their organizational objectives. We represent key direct and indirect stakeholders and other entities across a wide variety of corporate governance matters — encompassing practically every issue involving corporate strategy, risk management, accountability, transparency, social or environmental concerns, and ethical business practices. From action plans and internal controls to performance measurement and corporate disclosure, our integrated regulatory, litigation, and transaction advice helps clients align stakeholder incentives and provide the "good governance" pivotal for positive equity valuations.

  • Full Spectrum Regulatory Advice: Developing and implementing conduct codes, committee charters, communications policies, and corporate compliance programs; complying with Sarbanes-Oxley, Dodd-Frank, and other statutes; counseling on Regulation FD and sensitive disclosure matters; and guiding on board fiduciary duties.

  • Excellence With Change of Control: Comprehensive advice and cross-practice integrated solutions for distressed company situations; management buyouts or other related-party transactions; M&A transactions, including proxy contests and other contested and uncontested changes of control.

  • Multilevel Private Equity Support: Best practices for fund governance and use of limited partner advisory committees/ outside directors; corporate governance structures for portfolio companies; and advice on potential conflicts/fiduciary issues that fund employees have when serving on portfolio company boards.

Experience Highlights

  • Several directors of AGNC Investment Corp., a real estate investment trust, in derivative litigation arising from the alleged breach of fiduciary duties and corporate waste by the directors.

  • Independent Special Committee of Allied, a car haul company that is in bankruptcy, against fiduciary duty claims in an adversary proceeding connected to the company's bankruptcy.

  • ArQule Inc., a biopharmaceutical company, on Nasdaq corporate governance requirements, securities and disclosure, and capital management matters.

  • CASI Pharmaceuticals Inc. on Nasdaq corporate governance requirements, securities and disclosure, and capital management matters.

  • Celestica Inc., a leader in design, manufacturing and supply chain solutions, on US securities compliance and disclosure issues, transactional matters, and securities litigation.

  • The Charles Schwab Corporation in securities compliance, disclosure and governance issues.

  • Glowpoint Inc., a managed service provider of video collaboration and network applications, on various corporate governance issues, SEC compliance, financing, and merger and acquisition matters.

  • Piermont Bank in connection with its formation as a de novo bank, including creation of the bank's charter, bylaws and all other all corporate formation materials, as well as its initial capitalization through the private placement of $40 million of common stock.

  • Resolute Energy Corporation, an NYSE-listed oil and gas company, in responding to Monarch Alternative Capital LP, an activist shareholder seeking a combination of board representation and a strategic review process, preparing the company's communication strategy and proxy filings, counseling the board of directors, and negotiating and finalizing the settlement and standstill agreement with Monarch, and subsequent to this representation, in its $1.6 billion merger with Cimarex Energy Co.

  • The Sheryl Sandberg & Dave Goldberg Family Foundation on all matters, including ongoing governance advice related to its two primary initiatives, LeanIn.Org and OptionsB.Org.

Language - English

Key Contacts

Michael L. Bernstein
Michael L. Bernstein
Washington, D.C.
+1 202.942.5577
Joel I. Greenberg
Joel I. Greenberg
Senior Counsel
New York
+1 212.836.8201
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Related Services


  • U.S. News & World Report and Best Lawyers
    "Best Law Firms" Corporate Law (National, Colorado, DC, Los Angeles, New York, San Francisco) (2024)
    "Best Law Firms" Corporate Governance (Colorado, San Francisco) (2024)
    "Best Law Firms" Corporate Compliance (2020)
  • The Legal 500 US
    Corporate Governance (2022)