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7 February 2013

Recent SEC rules requiring enhanced disclosure about risk, compensation and corporate governance matters have increased the focus on the board of directors’ role in risk oversight. Our comprehensive team of attorneys is at the forefront of advising companies regarding this important topic. We also frequently counsel public and private organisations on liability, indemnification and insurance issues relating to directors and officers.

Corporate governance is an area of intense focus for public companies, the SEC, shareholder activists, institutional investors, proxy advisory firms and the media. Our attorneys are experts in these areas and regularly advise companies and their boards on related matters, including:

• Board and committee composition, functions and duties, including preparing or reviewing by-laws, corporate governance guidelines, committee charters and codes of ethics to comply with legal and regulatory requirements and ‘best practices’
• Board diversity, board leadership structures, board oversight of risk management, classified boards and majority voting for director elections
• Reviewing and assessing other governance-related materials, including disclosure controls and procedures, compliance policies and document retention policies
• Reviewing and assessing anti-takeover protections, including rights plans
• Compliance with NYSE-, Nasdaq- and Amex-listed company rules, including issues regarding director independence
• Compliance with the Foreign Corrupt Practices Act
• Structuring and implementing executive compensation plans and individual arrangements and related Section 162(m), Section 409A and Section 457A issues

Standing and special board committees often seek independent counsel on sensitive transactional and litigation-related matters. We have extensive experience representing these committees in situations ranging from corporate governance and executive compensation matters to the review of going private and other transactions presenting potential conflicts of interest and internal investigations of possible wrongdoing.

Our approach to client service includes advice and counsel provided before litigation arises to reduce the risk of litigation. In the event that any of these matters involve litigation, Chadbourne litigators have extensive experience defending clients in such matters as shareholder derivative lawsuits and class actions and are skilled at co-ordinating and simplifying the multi-jurisdictional complications of such cases. We draw on the experience of our securities litigation and regulatory enforcement attorneys to counsel clients on structuring and conducting internal corporate investigations, crisis management, responding to SEC inquiries and investigations, compliance audits with respect to Sarbanes-Oxley Act disclosure controls and certification procedures and government voluntary disclosure and amnesty programmes. We also defend officers and directors and, critically, advise and litigate when necessary on D&O and other insurance issues.

Our corporate governance experts keep clients informed of the latest developments through client alerts and newsletters. Our attorneys also regularly make presentations to corporations and their boards on corporate-governance-related topics. In addition, our team has created a website dedicated to providing business leaders with the most up-to-date news, information and commentary on the far-reaching UK Bribery Act.

For more information on corporate governance and risk oversight click here.

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