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), the Department of Justice (DOJ), or the Financial Conduct Authority (FCA) in the U.K., 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. In the U.K., our lawyers ensure compliance with applicable corporate governance codes, the AIM Rules and the Listing Rules of the London Stock Exchange (LSE). The United States Sentencing Commission has also revised the Federal Sentencing Guidelines to require higher standards. Both the U.S. and U.K. bodies of law, 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
Contact Us
  • Worldwide
  • Boston, MA
  • Denver, CO
  • Edwardsville, IL
  • Jefferson City, MO
  • Kansas City, MO
  • Las Vegas, NV
  • London, England
  • New York, NY
  • Philadelphia, PA
  • Princeton, NJ
  • Salt Lake City, UT
  • St. Louis, MO
  • Wilmington, DE
abstract image of world map
Boston, MA
800 Boylston St.
30th Floor
Boston, MA 02199
Google Maps
Boston, Massachusetts
Denver, CO
4643 S. Ulster St.
Suite 800
Denver, CO 80237
Google Maps
Denver, Colorado
Edwardsville, IL
115 N. Second St.
Edwardsville, IL 62025
Google Maps
Edwardsville, Illinois
Jefferson City, MO
101 E. High St.
First Floor
Jefferson City, MO 65101
Google Maps
Jefferson City, Missouri
Kansas City, MO
2345 Grand Blvd.
Suite 1500
Kansas City, MO 64108
Google Maps
Kansas City, Missouri
Las Vegas, NV
3770 Howard Hughes Parkway
Suite 200
Las Vegas, NV 89169
Google Maps
Las Vegas, Nevada
London, England
200 Strand
London, WC2R 1DJ
Google Maps
New York, NY
919 Third Ave., 37th Floor
New York, NY 10022
Google Maps
New York City
Philadelphia, PA
2005 Market Street
29th Floor, One Commerce Square
Philadelphia, PA 19103
Google Maps
Philadelphia, Pennsylvania
Princeton, NJ
100 Overlook Center
Second Floor
Princeton, NJ 08540
Google Maps
Princeton, New Jersey
Salt Lake City, UT
201 South Main Street
Suite 750
Salt Lake City, UT 84111
Google Maps
Salt Lake City, Utah
St. Louis, MO
7700 Forsyth Blvd.
Suite 1800
St. Louis, MO 63105
Google Maps
St. Louis, Missouri
Wilmington, DE
300 Delaware Avenue
Suite 210
Wilmington, DE 19801
Google Maps
Wilmington, Delaware