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Corporate Governance

We advise public, private and non-profit organization clients – including boards of directors, independent committees and executive officers - on corporate governance compliance and best practices, including with respect to compliance matters arising under the Sarbanes-Oxley Act of 2002.  We address but also look beyond the legal and regulatory issues facing each client in order to provide creative and practical advice, and sensible implementation plans, on the critical business and other issues confronting them.

Examples of corporate governance matters on which we advise clients include:

  • Composition of and procedures for boards of directors and board committees
  • Director and executive compensation processes and disclosure
  • "Best practices” for boards, committees, individual directors and officers
  • Development of board committee charters, governance standards, codes of conduct and other corporate programs, policies and procedures
  • Director and officer fiduciary duties and responsibilities regarding corporate governance, conflict and transactional matters
  • Internal investigations, including those overseen by board special committees
  • Director and officer limitation of liability, indemnification and insurance matters