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Corporate governance

Good corporate governance is increasingly seen as essential for the most successful global companies. With the experience to develop and counsel public companies of all sizes and complexities, we provide first-class guidance on meeting the challenges and opportunities faced by boards of directors in today’s evolving regulatory environment.

Experienced corporate governance lawyers

We work with a wide spectrum of clients on many unusual corporate governance assignments. Tried and tested approaches can often be the simplest solution but we thrive on finding innovative solutions to suit the more complex needs of our clients. Management independence issues for a mutual insurance company, executive compensation structures for a company with federal securities laws limitations and the establishment of a governance framework for a hybrid public reporting, private company are three examples of situations that fall outside of the box and require more nuanced solutions.

We advise:

  • public companies – large and small
  • corporate officers, including general counsel, corporate secretaries and others on corporate governance, risk and compliance officers serving public companies
  • boards of directors and committees of the Board

Our corporate governance legal services

We support boards on a full range of corporate governance and risk management assignments. Our global corporate governance practice experience includes:

  • developing corporate governance policies, board committee charters, codes of conduct and other corporate programs and policies
  • conducting risk assessments, assessing internal controls and other risk management undertakings
  • acting as independent counsel to the board of directors
  • advising on independence and board composition issues and conducting board self-evaluations
  • advising on responsibilities of Audit Committees under various regulatory frameworks
  • counseling on sensitive corporate matters, strategic transactions and internal investigations managed by special committees of the board
  • advising on disclosure controls and procedures to ensure compliance with the CEO and CFO certification requirements in the U.S.
  • counselling on executive compensation issues and related disclosure obligations
  • crisis management counseling for boards and management teams, including reputation management
  • counseling boards of directors on mergers, acquisitions, divestitures, joint ventures and strategic alliances in keeping with their fiduciary duties
  • conducting director orientation and continuing education and training programs
  • advising on exchanging listing standards, listing maintenance compliance and disclosure obligations across most global markets
  • reviewing, structuring and documenting transactions with insiders
  • obtaining no-action relief from the U.S. Securities and Exchange Commission to exclude shareholder proposals from corporate proxies
  • submitting shareholder proposals by institutional investors to be included in corporate proxies
  • planning and conducting annual and special shareholders’ meetings
  • advising on shareholder engagement efforts
  • advising issuers on proxy contests, hostile bids and managing activist shareholder campaigns

Contact our corporate governance team

If you would like any further information or need advice on corporate goverance law, please contact our legal team.

 

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