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Practice Overview

Corporate Governance

We represent public and private companies and their directors and officers (D&O) in connection with all aspects of corporate governance, including corporate compliance, D&O insurance and indemnification and corporate crisis management.

Regulatory Compliance and Reporting

As part of our ongoing representation of public companies, we regularly advise clients with respect to their compliance and disclosure obligations under the federal securities laws, including the Dodd-Frank Act and the JOBS Act and various related rules and regulations of the Securities and Exchange Commission, New York Stock Exchange, Nasdaq, NYSE Amex and other self-regulatory bodies and relevant state laws. These issues include 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 assist our clients with their preparation of annual and quarterly reports, Form 8-K disclosures, proxy solicitations, including enhanced proxy statement disclosures and shareholder proposals, and advise them regarding securities law aspects of employee benefit plans, Regulation Fair Disclosure (FD) and insider trading restrictions and issues relating to regulatory enforcement proceedings and the concerns of institutional investors and proxy advisory services.

Directors and Executive Officers

In addition, we advise boards of directors, board committees (including special committees), directors and executive officers with respect to D&O insurance and indemnification matters. We represent independent directors and special committees in connection with mergers and acquisitions and related party transactions. Working with our Equity Investment & Activist Practice, Litigation and Employment Practices groups, we also provide advice to boards of directors and senior management on crisis management matters.


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