transitive verb
:to make changes: do something in a new way
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Governance and Compliance

Governance and compliance currently stand at the top of the list of significant issues facing corporate America. As a result of recent corporate scandals that continue to capture headlines today, business leaders find themselves in an ever-changing and unforgiving environment. Inattention and missteps can lead to negative press and inquiries from the SEC or the Department of Justice and the possibility for shareholder claims.


The lawyers in the Governance and Compliance practice area have both the corporate and prosecutorial experience to address this changing landscape, which allows little tolerance for compliance error. In addition, they have the extensive knowledge necessary to serve the multifaceted needs of clients in these areas.

Whether counseling public, private or not-for-profit companies, the right team can be assembled with regard to director fiduciary duties. Lawyers assist audit committees and other committees of independent directors in investigating alleged fraud or other wrongdoing and to support compliance officers in implementing the latest best practices. Lawyers in this practice area include former federal prosecutors, experienced securities lawyers and former compliance professionals. If serious issues arise, these members are particularly qualified to conduct a thorough and effective investigation capable of resolving any issue.

Corporate scandals have prompted legislators, regulators and other policymakers to enact and adopt numerous new laws and regulations, such as the Sarbanes-Oxley Act of 2002 and the SEC regulations thereunder. In addition, judicial decisions have raised new questions regarding the scope of a director’s duty of care. The United States Sentencing Commission has revised the Federal Sentencing Guidelines to require higher standards for effective compliance and ethics programs, and the NASDAQ and NYSE have adopted new requirements for board and committee composition and governance practices for listed companies. These bodies of laws, regulations and other standards have become much more complex and require a greater investment of time and resources for most public companies and many private companies.

Judges, policymakers, law professors, business leaders and others have spent a lot of intellectual capital toward addressing needed governance reforms, including optimizing board and board committee structures, improving shareholder access and communication and developing appropriate business mechanisms for managing enterprise risk and information flow throughout the organization. Much of the recent dialogue has focused on new tools and frameworks targeting the prevention of fraud and other corporate wrongdoing. As a result, governance and compliance lawyers are seeing a trend toward companies focusing their resources on enterprise risk management, creating a culture for proper business ethics and innovative compliance tools designed to prevent criminal and fraudulent conduct.


The Governance and Compliance team proactively counsels clients to prevent mishaps before they become enterprise-crippling scandals. Lawyers within the practice area work with clients to support their efforts in adopting the right corporate governance structure to comply with SEC, NASDAQ and NYSE requirements. The goal is to build a culture for proper business ethics, adopt enterprise risk management methodologies, enable transparency in financial reporting, embed disclosure controls and other controls, and implement effective compliance and ethics programs.

The Governance and Compliance lawyers can also provide legal perspective to a company’s IT and process improvement teams as they implement the information systems and processes necessary to support governance and compliance initiatives.


In addition to providing the unique insights and approaches of a cross-functional team of lawyers, the Governance and Compliance practice area can also provide support in more traditional governance and compliance areas, including the following:

  • Advising boards of directors with respect to their fiduciary duties, particularly to control transactions.
  • Assisting companies in responding to shareholder proposals.
  • Acting as outside counsel to audit committees.
  • Counseling compensation committees regarding executive compensation matters.
  • Conducting due diligence reviews of a target’s governance and compliance practices.
  • Establishing whistleblower procedures.
  • Assessing effectiveness of compliance and ethics programs.
  • Assisting with the development of codes of ethics and governance/compliance policies and procedures, including document retention policies.
  • Undertaking investigations of suspected fraud or other wrongdoing.
  • Reviewing coverage under director and officer liability insurance.
  • Evaluating the effectiveness of anti-takeover measures.

For more information or questions, please contact one of the following Governance and Compliance attorneys.