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Corporate Governance

Overview Experience Press Room

Overview

Proskauer’s 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 on a broad range of transactional and governance matters. In addition, we serve as outside general counsel, overseeing compliance with federal and state disclosure and filing requirements, including with the Securities and Exchange Commission, the New York Stock Exchange 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 experience in executive compensation issues to advise compensation committees and boards in voting on, and approving, pay and benefit packages.

Additionally, we regularly assist clients with issues arising under the Sarbanes-Oxley Act and related rules and regulations. We also advise on the latest trends and best practices in corporate governance, including increased shareholder activism, monitoring by institutional investors and greater involvement by hedge funds.

Areas of focus

  • Outside general counsel
    • Compliance with federal and state disclosure and filing requirements
    • Rules and regulations of non-U.S. governmental entities and self-regulatory bodies
    • Shareholder proposals and concerns of institutional investors and shareholder advisory services
  • Sarbanes-Oxley Act
    • Board committee composition and responsibilities
    • Governance guidelines and codes of ethics
    • Director and auditor independence
    • Disclosure controls
    • Document retention
    • Loans to insiders
    • Whistleblowing policies
  • Transactional and governance matters
    • Business judgment
    • Corporate control
    • Directors’ oversight
    • Executive compensation
    • Fiduciary duty and liability issues
    • Shareholder relations
    • Stock plans