DLA Piper provides comprehensive counsel and representation to public and private companies concerning corporate governance matters. We assist clients with implementing new governance statutes, rules, and regulations; analyzing disclosure issues; investigating allegations of wrongdoing; and responding to civil, administrative, or criminal actions.

Who We Are

Our Public Company and Corporate Governance practice group consists of corporate and securities lawyers with significant experience in advising senior management, boards of directors, and special committees of public companies of all sizes on governance matters. Several lawyers in the group also have public accounting and in-house SEC experience. Others have experience in areas that directly concern governance issues, such as government controversies (internal investigations and regulatory enforcement proceedings), white collar criminal defense, government affairs, securities litigation, and executive compensation.

Our Public Company and Corporate Governance practice group:

• Advises companies on board and committee structure, duties, and practices
• Helps companies implement governance policies and procedures to comply with regulatory requirements and best practices
• Helps companies enhance their public disclosures to meet new and evolving SEC, NASDAQ, NYSE, and AMEX requirements
• Advises companies on applicable insider restrictions and conflict of interest issues
• Helps companies identify and correct internal deficiencies in disclosures and other controls and improve reliability of internal information flow
• Helps companies promote integrity at the board and management levels
• Helps companies mitigate the risk of civil, administrative, and criminal actions
• Conducts independent internal investigations, both generally and in response to identified issues or concerns
• Advises companies on export controls and the Foreign Corrupt Practices Act
• Defends companies, management and directors in civil, administrative, and criminal actions

Adoption and Implementation of Required Corporate Governance Charters, Policies and Procedures

We help our clients establish policies and procedures mandated by the Sarbanes-Oxley Act of 2002, related SEC and SRO rules and regulations and best governance practices. This includes helping companies:

• Evaluate and adopt board committee charters, corporate governance policies, codes of ethics, and disclosure controls and practices
• Establish policies and procedures regarding document retention to comply with corporate governance laws and governmental regulations
• Evaluate governance "best practices," including evaluation of ISS and other corporate governance ratings
• Implement and enforce company-wide policies and procedures to assure integrity and the accuracy, completeness, and reliability of companies' financial and other public disclosures

Disclosure Compliance

Recent laws mandate fairly presented, real-time public disclosures. Our firm has represented many public companies as disclosure requirements under federal securities laws have evolved. We provide practical and clear advice about disclosure issues based on our familiarity with financial statements, relevant laws, and our clients' businesses.

Corporate Governance Audits/Legal Compliance Assessments

We conduct comprehensive corporate governance audits, legal compliance assessments, and fraud inquiries for clients wanting to identify and correct possible omissions in their corporate governance practices, internal controls, or disclosure controls and procedures.

Directors and management often use these reviews as a preventative tool to develop constructive changes and to detect early warning signs of legal exposure or operating problems.

Independent Committee Representation

Boards of public companies increasingly are delegating significant decision making to committees of independent directors, particularly the compensation, nominating, corporate governance, and audit committees. We regularly act as independent counsel to board committees, providing advice on committee membership standards, duties, internal investigations, and charter considerations. We publish an Audit Committee Guide, which has become a useful tool for independent directors to better understand and discharge their new and expanding duties.

Internal Investigations

When allegations of wrongdoing surface, we assist clients by conducting thorough but discreet investigations. We help businesses investigate wrongdoing within the company and develop strategies for the use and disclosure of any uncovered information. We regularly handle investigations in response to allegations of:

• Financial irregularity
• Mismanagement
• Breach of duty or professional responsibility
• Improper compensation or benefits issues
• Improper personnel decisions
• Inadequate financial practices and controls

We also help our clients develop programs to comply with criminal laws and prepare compliance manuals to minimize the risk of future criminal exposure.

Defense Against Allegations of Wrongdoing

We have extensive experience defending companies in investigations and related civil litigation. Our Government Controversies practice group handles enforcement proceedings before all federal and state agencies. Our securities litigators and white collar criminal defense lawyers have substantial experience representing corporate directors and management in shareholder lawsuits.

They also represent clients facing Justice Department, SEC, and other government agency investigations into allegations of securities law violations, including illegal insider trading, stock price manipulation, and violation of laws regulating business activities.

Our White Collar practice group is one of the most experienced and well respected in the country. Our lawyers represent clients in criminal and related civil and administrative matters at the federal, state, and local levels. Having a well-rounded perspective can make a significant difference when clients are facing investigation or indictment. Many of our lawyers have served as federal prosecutors. The group includes the former acting Assistant Attorney General of the Tax Division of the United States Department of Justice and a former United States Attorney for the District of Columbia, a number of deputy independent counsels and Assistant United States attorneys, a deputy chief of the Fraud Section of the Department of Justice, trial attorneys for the Department of Justice, and an Assistant Chief Litigation Counsel of the Enforcement Division of the SEC.

Shaping Governance Laws Through Experienced Government Affairs and Regulatory Counsel

DLA Piper has one of the best known Government Affairs and Regulatory practices in the United States. Among the group's members are former Senate Majority Leader George J. Mitchell, former House Majority Leader Richard K. Armey, former House Minority Leader Richard Gephardt. Leading the Government Affairs Group is former Michigan Governor and US Ambassador to Canada Jim Blanchard. The firm represents clients before such federal agencies as the SEC, FDA, FCC, and FTC; and executive branch departments, such as the Departments of Defense, Homeland Security, Commerce, and Energy. In addition to our high level legislative and agency contacts, we offer lobbying services and policy counsel that can be directed toward shaping the ongoing development of governance laws. In short, our experience in Washington means that we offer effective counsel on key governance-related compliance and regulatory matters.

Board and Management Continuing Education Programs

We offer in-house educational seminars to directors and senior management to explain their responsibilities under the rapidly developing rules on corporate governance and for promoting and maintaining the ethical integrity of their companies. Our lawyers also speak and write extensively at the national level on matters of corporate governance, SEC compliance, and securities litigation.