Corporate Governance and Corporate Responsibility

Sound corporate governance is essential to ensuring that members of boards of directors and executive officers fulfill their fiduciary duties to the corporation. The pervasive and ever-changing regulatory environment demands sound legal counsel to navigate the increasingly complex corporate legal landscape, with implications for the interests of shareholders, creditors and other stakeholders, as well as the corporation's reputation. In the wake of corporate scandals and financial meltdowns, the Sarbanes-Oxley Act of 2002 and Dodd-Frank have imposed substantial new corporate governance requirements on corporations. Best practices in the corporate governance arena are increasingly important to public and private companies alike. Your company's corporate governance hygiene has implications not only to shareholders, but also to prospective investors, lenders, corporate buyers, business partners, customers, employees, and the community.

Schwabe attorneys are experienced in guiding public and private companies and nonprofit organizations in establishing strong governance policies and best practices. We are also prepared to help clients effectively respond in crisis situations to manage the fall-out to the corporation and to minimize harm to its business.

Client Services
We regularly advise and assist clients with respect to:

• Corporate Governance Structuring: Monitoring and incorporating evolving corporate governance principles and best practices; compliance with SEC, FINRA, NASDAQ, NYSE and other regulatory requirements; board and committee structure and duties; charters for audit committee, compensation committee, and nominating committee; codes of ethics and conflicts of interest policies; corporate disclosure policies; document retention policies; insider trading policies; risk management assessment; audit committee independence and oversight duties; board self-assessment processes; D&O Insurance coverage issues and evaluation.
• Representation of Independent Committees: Independent representation of special committees in merger and acquisition transaction, independent representation of corporation and audit committees.
• Legal Issues Involved in Board Decision-making: Strategic planning; evaluating extraordinary corporate decisions; fiduciary duties; shareholder rights; independent committees for considering mergers, acquisitions, divestitures, buy-outs, spin-offs, and management transactions
• Board Member and Officer Issues: Resale of restricted securities; 10b5-1 trading plans; Section 16 reporting; SEC investigations of insider trading
• Shareholder Relations: Annual and special meeting proxy statements; activist and institutional shareholder issues; shareholder nominations and proposals; shareholder communications; proxy contests
• Crisis Management: Whistle blower procedures; special committees; investigations; litigation; SEC investigations
• Compensation: Advice to board compensation committees; equity and performance-based compensation design; deferred compensation; compensation disclosure & analysis (CD&A)