Background - Practices (Details)

Corporate Counseling, Governance and Compliance


All companies routinely encounter issues that pose both legal and business concerns. As experienced counselors, we help businesses of all sizes consider legal impacts arising out of their operations, and address both ordinary course and unexpected events. We offer legal guidance on the full range of corporate fiduciary duties, ethical issues, and best practices to assist senior executives and boards of directors address the challenges of operating their businesses under a regulatory and media microscope. Our lawyers extensive experience in a wide variety of corporate governance issues, including financial reporting, board fiduciary duties, board and committee composition, structure and processes, conduct of board, committee and shareholder meetings, business ethics and conflict of interest policies, and corporate social responsibility. In addition, we regularly advise boards of directors, independent directors, and special committees on matters of significant importance to the company.

We also provide guidance on the far-reaching obligations imposed by the Sarbanes-Oxley Act and Dodd-Frank Wall Street Reform and Consumer Protection Act, including requirements related to disclosure controls, internal controls over financial reporting, and corporate governance. We regularly perform internal audits and investigations, and participate in enterprise risk management assessments, each designed to proactively uncover and resolve potential compliance issues. Our lawyers assist in the implementation of comprehensive, enterprise-wide corporate compliance programs covering a broad array of U.S. and EU legal and regulatory requirements. We also fashion remedial actions to enhance their compliance regimes and to mitigate the risk of loss due to noncompliance.

In addition, we provide both outside general counsel and outsourced general counsel functions for our clients. These functions range from corporate structuring, implementing intercompany arrangements, proper drafting and filing of corporate, partnership, limited liability company (LLC), and joint venture documents, as well as the commercial, strategic, executive employment, financing, licensing, and other agreements used in the operation of their businesses.