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Corporate Governance

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.

Disclosure Matters

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.

Crisis Management

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.

Internal Investigations

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.

Key Contact(s):
Alan H. Paley
Partner, New York T: +1 212 909 6694
F: +1 212 521 7694
Eric R. Dinallo
Partner, New York T: +1 212 909 6344
F: +1 212 521 7544
Paul R. Berger
Partner, Washington, D.C. T: +1 202 383 8090
F: +1 202 383 8118
Colby A. Smith
Partner, Washington, D.C. T: +1 202 383 8095
F: +1 202 383 9224
T: +1 212 909 6893
Jonathan R. Tuttle
Partner, Washington, D.C. T: +1 202 383 8124
F: +1 202 383 8118
New York T: +1 212 909 7498
Lord Goldsmith QC
Partner, London T: +44 20 7786 9088
F: +44 20 7588 4180
Frederick T. Davis
Of Counsel, Paris T: +33 1 40 73 13 10
F: +33 1 47 20 50 82
T: +1 212 9097420


“The firm has a deep understanding of our business and values.”


Ranked as a leading firm in Corporate Governance and SEC matters 

“‘The overall quality of service is exceptional’ at Debevoise & Plimpton, whose lawyers ‘demonstrate true professionalism in all areas’. Overall ‘the partners work to achieve the highest level of client satisfaction while at the same time maintaining objectivity and independence in their actions and legal advice.’” 

THE LEGAL 500 US, 2011 

Ranked in the top ten for “Best In Dealing With General Corporate Governance Issues,” “Best In Dealing With Board-Level M&A Issues” and “Best In Dealing With Director Liability Issues.” 


Litigation Department of the Year


Ranked # 1 overall in the “10-Year A-List” survey


Additional Information About CORPORATE GOVERNANCE:
Lawyers and Contact Information
Selected Representations
All of the Above

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