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Corporate Governance Counseling

The Firm’s Public Securities attorneys regularly advise clients on the responsibilities of corporations, management, boards of directors and special committees of boards of directors under federal and state securities laws, stock exchange regulations and general corporate laws.  Our attorneys are experienced in all aspects of governance counseling, including board and board committee composition, process and independence. The Firm understands the challenges facing corporate executives and directors of smaller companies, as they try to comply with new laws and regulations that are uniformly imposed on companies of all sizes.  Our Public Securities attorneys work collaboratively with accounting firms, compensation specialists, general counsel, senior management, boards of directors, board committees, and other corporate constituencies to advise on regulatory and business practice matters, including how our smaller companies can effectively deploy their more limited resources to navigate corporate America’s rapidly changing “one-size-fits-all” regulatory environment. Our Public Securities attorneys provide the following Corporate Governance services:

• Advising clients on corporate governance and disclosure requirements of the Securities and Exchange Commission (SEC) and the relevant stock exchanges.
• Monitoring the rule-making activities and actions of the SEC, the Financial Accounting Standards Board (FASB) and Public Company Accounting Oversight Board (PCAOB), and counseling clients on the implications of emerging securities laws and accounting and auditing standards.
• Advising on fiduciary duties of directors and special and independent committees, including with respect to related-party transactions, executive compensation, acquisition proposals, and other transaction that might give rise to potential conflicts of interest.
• Advising clients on SEC reviews, enforcement actions, SEC requirements for securities offerings and corporate disclosures, and Sarbanes-Oxley (SOX)-related issues.
• Advising on stock exchange requirements, monitoring administrative proceedings related to SEC and Financial Industry Regulatory Authority (FINRA) enforcement actions, and tracking significant legislative developments and judicial decisions affecting enforcement of federal securities laws and state corporate laws.
• Advising privately held companies pursuing public offerings and exit strategies on compliance with state corporate law, as well as SEC, SOX, and national stock exchange requirements