Boards of directors are faced with increased scrutiny in carrying out their duties to a corporation. In addition to the core responsibilities of setting and guiding management on the execution of the corporation's strategic initiatives and protecting shareholders' interests, boards are also faced with adhering to increased regulatory requirements and reporting obligations. This continued management of responsibility and risk can make serving on public company boards increasingly challenging. We routinely advise boards of directors with respect to the standard conduct of business, the identification and mitigation of risk and the avoidance and defense of securities and shareholder litigation.
Ongoing Board Advice
Our Corporate Governance Practice Group includes attorneys who served as staff members of the U.S. Securities and Exchange Commission (SEC). Notable recent engagements include serving as the Regulatory Auditor for the New York Stock Exchange (NYSE) and as disclosure counsel to the Audit Committee of the Board of Directors of Bank of America.
We routinely advise public companies and their boards of directors, board committees and management on a variety of key issues, including:
- Board committee composition and process
- Board independence
- Executive compensation
- Fiduciary duty issues
- Dodd-Frank and related rules adopted by the SEC, NYSE and Nasdaq
- Legal compliance policies
- Codes of ethics
- Risk management
- Special investigations and committees, including investigations of accounting irregularities
Securities & Shareholder Litigation
Attorneys from our corporate and litigation practice groups work together as a team to counsel boards at critical times in the life of the corporation, such as mergers, acquisitions and actions by activist shareholders. We regularly advise boards in circumstances where they receive unsolicited offers for mergers and the specific processes of avoiding potential shareholder litigation. Specifically, we counsel boards to avoid, mitigate and defend liability in:
- Corporate mergers
- Acquisitions
- Tender offers
- Hostile takeovers
- Proxy fights
- Shareholders' actions
