We represent public and private companies and their directors and officers in connection with all aspects of corporate governance, from corporate compliance to D&O insurance and indemnification to management of corporate crises. Lawyers from all of our practice groups work together on:
Compliance with the Sarbanes-Oxley Act and Other U.S. and Non-U.S. Governmental and Self-Regulator Organization Requirements
We assist clients with issues arising under the Sarbanes-Oxley Act and related rules and regulations, including director and auditor independence, board committee composition and responsibilities, disclosure controls, loans to insiders, document retention, whistleblowing policies, CEO and CFO certifications of SEC reports and corporate governance guidelines and codes of ethics. We also regularly counsel clients regarding rules and regulations of the SEC, NYSE, Nasdaq, AMEX and other US and non-US governmental entities and self-regulatory bodies, as well as in connection with shareholder proposals and concerns of institutional investors and shareholder advisory services.
Counseling Boards, Independent Directors and Standing and Special Board Committees
Advising boards regarding their fiduciary duties is an important part of our M&A and securities practices. We frequently represent independent directors and special committees in connection with M&A and related party transactions.
As part of our ongoing representation of public companies, we regularly advise clients on all aspects of disclosure and reporting, including SEC annual and quarterly reports, enhanced Form 8-K disclosure requirements, proxy statements and shareholder proposals, securities law aspects of employee benefit plans, Regulation FD and insider trading restrictions.
D&O Insurance and Indemnification
Recent events have heightened directors’ sensitivity not only to their duties but also to their exposure to risk and the need to ensure that they have proper protections in place. Design of insurance and indemnification programs can no longer be left solely to insurance brokers or based on boilerplate forms. Particular issues arise for multinational corporations (because of the different laws in foreign jurisdictions regarding director liability), for private equity firms (because of the complicated interrelationship of funds and portfolio companies) and in connection with change of control transactions. We have significant experience in this area, with lawyers qualified under both US and English law, the laws of choice for D&O insurance policies.
We regularly are called upon to advise corporations, boards and board committees caught in highly public legal crises. We have substantial experience assisting clients in managing complex parallel proceedings in which public prosecutors, regulators, legislators, private plaintiffs, auditors, lenders, insurers and the media all converge simultaneously on a troubled company or industry.
Even before parallel proceedings arise or become public, our experience in complex matters and our skills in managing corporate crises permit us to conduct highly effective internal investigations, including investigations on behalf of audit committees and special committees. A particular asset to our internal investigations practice is Michael B. Mukasey, who has served as Attorney General of the United States and Chief Judge of the United States District Court for the Southern District of New York. We also have extensive experience conducting investigations following receipt of notice from auditors pursuant to Section 10A of the Securities Exchange Act.
White Collar Criminal Defense
We are recognized leaders in white collar criminal defense. There are few major corporate criminal prosecutions in which our white collar lawyers are not involved in a significant way.
SEC and Other Regulatory Enforcement Proceedings
We are actively involved in proceedings before the SEC, the stock exchanges and other governmental and self-regulatory bodies. We have particular experience in complex accounting issues, including in areas as diverse as reporting of oil and gas reserves, accounting for complex derivatives and other financial products, accounting for telecommunications capacity exchanges and revenue recognition for software suppliers.
Class Actions and Derivative Litigation
The fallout from corporate crises inevitably attracts scrutiny from private investors. We have broad and deep experience in this area as well, handling securities class action litigations, ERISA litigation brought against corporate plans that allow investments in company stock and derivative litigation arising under Delaware or other law. In addition to our New York and Washington lawyers, we have US and locally qualified lawyers with corporate governance experience in each of our international offices.