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Corporate Governance

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Corporate Governance

Berger Singerman's corporate attorneys guide public and private companies and non-profit organizations, as well as their boards of directors, board committees and individual officers and directors, through evolving U.S. regulations and best practices in compliance, board structure and operation, risk mitigation and investor communications and relations. Most importantly we help in assessing the practical application of these standards in the context of specific business and transactional goals and activities. We provide our clients with an informed and practical viewpoint on corporate laws, federal securities regulations and stock market listing compliance, codes of conduct and business ethics, internal controls, risk assessment, insider trading rules, executive and director compensation alternatives and issues, and arrangements and transactions that may involve conflicts of interest. We also serve as counsel in high-profile and often high-risk situations, such as insider and management buyout transactions, internal investigations, conflicts of interests, and shareholder demands and litigation.

Our corporate governance representation includes advice and assistance regarding:

  • Composition of and procedures for boards of directors and board committees
  • Director and executive compensation processes and disclosures
  • "Best practices" for boards, committees and individual directors
  • Development of board committee charters, governance standards, codes of conduct and other corporate programs, policies and procedures
  • Sarbanes-Oxley, Dodd-Frank Act and Foreign Corrupt Practices Act compliance
  • Director and officer fiduciary duties and responsibilities regarding corporate governance, conflict and transactional matters
  • Internal investigations, including those overseen by special board committees
  • Director and officer limitation of liability, indemnification and insurance matters