We regularly serve as crisis counselors to corporate clients in high-profile and often high-risk situations, including matters relating to regulation, shareholder communication, best practices and more corporate governance related issues.
We counsel our clients' counsel members, members of the board of directors, the board as a whole and senior executives clients on all aspects of corporate governance, including day-to-day securities and stock exchange listing issues, shareholder communications, regulatory compliance and investigations, risk management, executive compensation, crisis management, and contextual bench-marking of board practices.
Corporate governance subjects on which we routinely advise include, inter alia:
Board structure and composition
- Duties of independent board chair or independent lead director
- Board committee structure and composition and board committee charters
- senior executive and director succession planning
- Board and board committee evaluation and self-evaluation processes
- Enterprise risk identification and risk management
- Senior executive and director compensation policies and planning
- Representation of boards and board committees
- Evolving trends and best practices for corporate governance, including review and updating of charter and bylaws
In addition to counseling on governance matters at the board and senior executive level, we provide advice and support to boards and senior executives in transactional and crisis management situations, including:
- Conflict of interest and related party transactions
- Contested takeover contests and takeover defense
- Director election and other proxy contests
- Federal, state and foreign law compliance issues
- Foreign corrupt practices inquiries and investigations
- Government investigations
- Say on pay planning and execution
- Shareholder governance proposals
- Special board committee investigations and reports
We stay on alert and work with our clients and their board of directors to avoid problems and resolve those that arise. We combine deep regulatory and industry knowledge with extensive experience in government relations, litigation, internal investigations, and securities law compliance to provide a comprehensive and holistic approach to problem solving.