Corporate Governance

Attorneys from Chadbourne’s corporate, litigation and executive compensation practice areas regularly represent corporations, boards of directors and board committees on a wide range of corporate governance matters.

With the passage of the Sarbanes-Oxley Act and the related SEC rules and exchange listing requirements that followed, corporate governance has become an area of more intense focus for public companies, the SEC, shareholder activists and the media. Our attorneys are experts in these areas and regularly advise companies and their boards on related matters, including:

• Board and committee composition, functions and duties, including preparing or reviewing by-laws, corporate governance guidelines, committee charters and codes of ethics to comply with legal and regulatory requirements and “best practices”
• Reviewing and assessing other governance-related materials, including disclosure controls and procedures, compliance policies and document retention policies
• Reviewing and assessing anti-takeover protections, including rights plans
• Compliance with NYSE, Nasdaq and Amex listed company rules, including issues regarding director independence
• Compliance with applicable portions of the Foreign Corrupt Practices Act
• Structuring and implementing executive compensation plans and individual arrangements and related Section 162(m) and Section 409A issues
• Reviewing potential “option back-dating” and related issues, including documentation of compensation-related decisions by boards and compensation committees.

Standing and special board committees often seek independent counsel on sensitive transactional and litigation-related matters. We have extensive experience representing these committees in situations ranging from the review of going private and other transactions presenting potential conflicts of interest to internal investigations of possible wrongdoing. We also draw on the experience of our securities litigation and regulatory enforcement attorneys to counsel clients on structuring and conducting internal corporate investigations, crisis management, responding to SEC inquiries and investigations, compliance audits with respect to Sarbanes-Oxley Act disclosure controls and certification procedures and government voluntary disclosure and amnesty programs.

We are also ready when any of these matters involves the potential or reality of litigation. Our approach to client service includes advice and counsel provided before litigation arises. This guidance often reduces the risk of litigation. Chadbourne litigators have extensive experience defending clients in such matters as shareholder derivative lawsuits and class actions, and are skilled at coordinating and simplifying the multi-jurisdictional complications of such cases. We also defend officers and directors and, critically, advise and litigate when necessary on D&O and other insurance issues.

Our corporate governance experts keep clients informed of the latest developments through client alerts and newsletters. Also, our presentation entitled “Corporate Reforms in a New Era of Accountability” provides clients a comprehensive review of the corporate governance reforms that have followed the passage of the Sarbanes-Oxley Act. Our attorneys also regularly make presentations to corporations and their boards on corporate-governance-related topics.