Corporate Governance


The firm is a trusted legal advisor to public and private companies, large and small.  For over 130 years, we have assisted our clients in complying with ever-changing laws, rules and regulations to facilitate the formation of a multitude of business ventures, the negotiation and completion of sophisticated transactions, the design and structure of executive compensation packages and employee benefit plans and, when necessary, defending their legal rights in court.  In so representing our clients, we have provided counsel on a wide variety of complex, and often gray, legal issues that boards of directors and executive officers routinely face in governing their companies effectively and with integrity.  

Since the enactment of The Sarbanes Oxley Act in 2002, substantially more political, regulatory and media attention has been given to “corporate governance.” 

While such attention is warranted in light of the well-chronicled recent misdeeds of a number of large public companies and their executives, the need for good corporate governance from both a business and a legal perspective, is nothing new. 

What is new is the onslaught of additional laws, regulations and stock exchange rules, not to mention changes in accounting principles, now facing companies, their directors and officers and their legal and accounting advisors.  Regardless of how well a company, its board of directors and executive officers may have been running their operations, virtually every business needs to at least tweak, if not revamp, their pre-July 2002 governance principles and procedures.  The dramatic increases and harshness in potential criminal penalties and civil claims that could arise from violations, even inadvertent, are much too great to risk not being legally compliant.

Corporations, their boards of directors and executive officers, need to act now to minimize risks and must be prepared to react quickly in a comprehensive way if their actions are ever challenged.  In response to these complex needs, the firm formed its Corporate Integrity Response Team, focusing both on prevention and on intervention after a situation develops.

Team members bring together the breadth of experience and necessary resources to guide our clients successfully through the required legal compliance steps and to respond if a corporation, director or officer is confronted with a sudden legal crisis. 

We’ve drawn on our substantial experience in the areas of:

  • securities
  • regulatory compliance
  • tax
  • employment law and benefits
  • creditors' rights
  • dispute resolution
While we are prepared to react quickly to any unexpected corporate claims or investigations that might arise, we believe that our best value lies in counseling prevention.  Our team can help your company design and implement legally compliant corporate governance policies and procedures appropriate for your particular circumstances and can assess your existing practices to limit potential liability.