Overview
As the U.S. Congress, the SEC and international stock exchanges continue to implement major changes in companies’ administration of their operations, accountability and disclosure, our Corporate Governance Group counsels corporations, CEOs, CFOs, boards of directors and special committees on how to best fulfill their responsibilities to investors and the public. We work with corporations to examine their governance structures in order to comply with new and evolving regulatory schemes, proactively taking the appropriate steps before government action or private litigation.
We provide day-to-day counseling to clients on a broad range of transactional and governance matters and serve as outside general counsel for clients, overseeing compliance with federal and state disclosure and filing requirements with the SEC, the NYSE, and other national securities exchanges. We also counsel clients regarding rules and regulations of non-U.S. governmental entities and self-regulatory bodies, as well as shareholder proposals and concerns of institutional investors and shareholder advisory services.
Our work with special committees includes a broad range of transactions, including going private transactions and negotiations for companies seeking to be sold. We also draw on the firm’s long history of experience in executive compensation issues to advise compensation committees and boards in voting on and approving pay and benefit packages
Additionally, our group regularly assists clients with issues arising under the Sarbanes-Oxley Act and related rules and regulations. We are also up to date on the latest trends and best practices in corporate governance, including the increase in shareholder activism, monitoring by institutional investors and increased involvement by hedge funds. We have done it all and have both the experience and foresight to assist our clients, whatever their needs.
Areas of Focus
Key Representations
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Bloomberg Family Foundation in corporate governance matters, including certain governance policies and conflict of interest issues
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Special Committee of CBS Personnel Holdings, a staffing company, in connection with their review of the company’s financial alternatives with regard to a potential debt and equity restructuring and the impact on the company’s capital structure
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Three China-based subsidiaries of a U.S. public company in an internal investigation of corporate governance, internal control and FCPA issues, revealing underreporting and non-reporting of employees, payroll and operating expenses, requiring the company to negotiate settlements of deficiencies with tax authorities in both jurisdictions