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Chadbourne regularly represents corporations, boards of directors and board committees on a wide range of corporate governance and risk oversight matters.

Corporate governance is an area of intense focus for public companies, the SEC, shareholder activists, institutional investors, proxy advisory firms and the media. Our lawyers regularly advise companies, boards of directors and board committees on related matters, including:

  • Board and committee composition, functions and duties, including preparing or reviewing bylaws, corporate governance guidelines, committee charters, codes of ethics and other governance-related materials to comply with legal and regulatory requirements and “best practices”
  • Board diversity, board leadership structures, board oversight of risk management, classified boards and majority voting for director elections
  • Reviewing and assessing anti-takeover protections, including rights plans
  • Shareholder engagement
  • Compliance with the Foreign Corrupt Practices Act
  • Director and officer indemnification and insurance issues
  • Structuring and implementing executive compensation plans and individual compensation arrangements

We also have extension experience representing board committees on sensitive transactional and litigation-related matters ranging from corporate governance and executive compensation matters to the review of going private and other transactions presenting potential conflicts of interest, and internal investigations of possible wrongdoing.

Publication Highlights

On April 7, 2017, the SEC’s Division of Corporation Finance issued a statement stating that it would not recommend enforcement action if companies subject to the Conflict Minerals...
SEC, conflict minerals
Institutional Shareholder Services Inc. (“ISS”) has released its proposed voting policies for the 2017 proxy season for US and non-US companies listed in the US. The proposed US...
On October 26, 2016, the Securities and Exchange Commission (“SEC”) proposed to amend the proxy rules to require parties in contested elections of directors to use universal proxy...
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