Corporate scandals continue to capture headlines with business leaders often finding themselves in an unforgiving environment. Inattention and missteps can lead to negative press and inquiries from the Securities Exchange Commission (SEC) or the Department of Justice (DOJ), as well as instigate shareholder claims.
Having a culture of compliance focused on business ethics is critical to limiting your company’s liability. Lawyers in our Governance and Compliance practice area have both the corporate and prosecutorial experience to address the changing landscape, which allows little tolerance for compliance error. By having effective compliance programs in place, companies can avoid litigation, multimillion-dollar penalties and reputational damage.
Lawyers in this practice area include former federal prosecutors; experienced securities lawyers, including the former Missouri Commissioner of Securities; and compliance professionals, including Certified Information Privacy Professionals (CIPP/U.S. and EU) and a Certified Ethical Hacker. Their varied backgrounds and knowledge of relevant regulations help clients break down silos and look at compliance more holistically to drive value and efficiency.
Our lawyers work with clients, including boards of directors and board committees, to support their efforts in adopting the right corporate governance structure to comply with the Sarbanes-Oxley Act of 2002, SEC, NASDAQ and NYSE requirements. The United States Sentencing Commission has also revised the Federal Sentencing Guidelines to require higher standards. These bodies of laws, regulations and other standards are incredibly complex and require a significant investment of time.
Our Governance and Compliance lawyers take a multifaceted approach and provide comprehensive solutions to public, private and not-for-profit companies in the following areas.
- Acting as outside counsel to audit committees
- Advising boards of directors with respect to their fiduciary duties, particularly to control transactions
- Assisting companies in responding to shareholder proposals
- Counseling compensation committees regarding executive compensation
- Counseling on hostile takeovers, forced and agreed buyouts and split-ups
- Counseling on issues arising out of majority-minority shareholder relationships, and other shareholder disputes
- Conducting risk assessments and compliance reviews, including M&A due diligence reviews
- Developing and implementing codes of ethics, policies and procedures, including document retention policies
- Enabling transparency in financial reporting
- Establishing whistleblower procedures
- Identifying conflicts of interest
- Implementing information technology systems and processes that support compliance
- Investigating alleged fraud or other wrongdoing
- Reviewing coverage under director and officer liability insurance