Public Companies: Corporate Governance
Our lawyers provide corporate governance counsel to publicly traded companies and their boards, independent directors, board committees, and management on a wide range of corporate governance issues in the United States, Europe, Asia, Australia, the Middle East, and South America.
We proactively counsel our publicly traded clients with respect to corporate governance best practices and policies for achieving sound corporate governance, in compliance with the Sarbanes-Oxley Act and the corporate governance rules of the NYSE and NASDAQ. We also advise our clients regarding regulatory initiatives and deficiencies noted by regulators internationally across the corporate landscape.
With approximately 500 lawyers who practice in fully integrated offices located on five continents, we are well positioned to offer full service corporate counsel. Our advice is sought in connection with numerous issues and matters, including:
- Activist shareholders and hedge funds
- ISS/Glass-Lewis policies and voting guidelines
- Advance notice bylaws and proxy access matters
- Audit committee responsibilities, including auditor independence analyses
- Composition and scope of key independent board committees – audit, nominating/corporate governance, and compensation
- Conducting annual committee charter reviews
- Development of codes of conduct and ethics, including insider trading policies and corporate compliance programs, for directors, officers, and employees
- Development of corporate governance principles and guidelines, as well as committee charters
- Director qualification standards, including the expanded emphasis on director independence and audit committee qualifications
- ESG policies and disclosures
- Executive compensation issues and disclosure
- General anti-takeover defenses
- Policies and procedures for meetings of non-management directors
- Shareholder proxy proposals
