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Public Company and Corporate Governance

Governance support you can depend on globally

Global businesses face critical risks related to social, governance, financial, technological and environmental issues. Understanding the legal context of each is vital to managing them. Equally important is knowing what stakeholders expect, which varies across markets and evolves. We help you forecast how changing perceptions of business best practices can affect your future risk.  

Corporate governance is a pillar of successful businesses, and our lawyers guide public and private companies on getting governance right. We cover how to manage corporate governance and how to comply with regulatory issues. We also advise emerging and leading companies and government entities on their concerns in both these areas. 

We advise senior management, special committees and boards of directors on governance at public companies of all sizes, and we provide continuing education programs. We help you audit your compliance; evaluate disclosure issues; investigate alleged wrongdoing; implement new rules, regulations and governance statutes; and respond to civil, criminal or administrative actions.  

“Corporate governance is a pillar of successful businesses, and our lawyers guide public and private companies on getting governance right.”

Our experience is in areas directly concerned with governance such as government controversies, including internal investigations and regulatory enforcement proceedings. Other areas include white-collar criminal defense, government affairs, securities litigation and executive compensation. 

We advise shareholders of listed and unlisted companies on procedures in corporate governance. Examples include how to: 

  • Specify the distribution of rights and responsibilities for stakeholders, board members, committees and managers.  
  • Specify the rules and decision-making procedures among stakeholders, board members, committees, managers and auditors. 
  • Implement structures for corporate governance so shareholder objectives can be met. 

For institutional investors, we advise on governance as a means to monitor the actions, policies and decisions of companies to align stakeholders’ interests.  

Experience

  • Performed a corporate governance audit for a listed pharma company and refinement of its governance structures to suit its significantly increased size and market position. 
  • Advice to major dual US/UK listed life sciences business on corporate governance structures fit for requirements and expectations of two different markets and to match its 20x  size increase since its IPO. 
  • Corporate governance horizon scanning for FTSE 250 business to allow planning for regulatory change. 
  • Represent several US public companies regarding stockholder initiatives and the restatement of financial statements.
  • Draft and obtain no-action relief from the SEC for US public companies on matters such as executive compensation, corporate governance matters, expensing of stock options, corporate restructuring and issues related to choice of accounting methods. 
  • Assist US public companies in preparing for stockholder meetings, earnings conference calls and responding to press, stockholder and analysts inquiries.
  • Assist US public companies in drafting and implementing insider trading policies, code of ethics for senior officers, code of corporate ethics and business conduct, disclosure control guidelines and corporate governance guidelines. 
  • Advice to global US listed food business on governance structures to connect EU and US businesses and to improve subsidiary governance. 
  • Advised a luxury retailer with a wide family ownership on new corporate governance structure for the business to be run by an independent board with effective comms and representation for family interests. 
  • Advice to major privately held group on 2018 UK proposals for governance in private companies.  

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