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
Board committee composition and responsibilities
Governance guidelines and codes of ethics
Director and auditor independence
Loans to insiders