Corporate Governance & Compliance

Seyfarth Shaw advises clients on a wide range of corporate governance and compliance matters and how to enhance their corporate cultures of ethics and corporate responsibility. 

The legal landscape of corporate governance is constantly evolving.  Boards and management face increasingly heightened scrutiny and complex legal compliance challenges.  Our Corporate Governance & Compliance practice includes seasoned capital markets and corporate attorneys to help keep abreast of and counsel on compliance with the latest legal developments, including unfolding legislation, regulations and interpretations under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, state law fiduciary duty standards, the Securities and Exchange Commission and the various securities exchanges.  We also advise companies on best practices, evolving trends and compliance priorities in corporate governance. 

Our Corporate Governance & Compliance attorneys have deep experience counseling public and private companies, and their directors, senior management and stakeholders on matters related to:

  • Boards of Directors
    • Board composition and membership requirements
    • Fiduciary duties and Board oversight responsibilities
    • Board access and communications
    • Conduct and minutes of meetings
    • Recruitment, evaluations and compensation
  • Standing and Special Board Committees
    • Committee charters and scope of committee authority
    • Committee composition and membership requirements
    • State and federal legal requirements regarding committee operations
    • Guidance for special committees
  • Corporate Governance Documents, Policies and Procedures
    • Corporate charters and bylaws
    • Disclosure controls and procedures
    • Codes of ethics and conduct, and internal compliance
    • Governance principles
    • “Whistleblower” procedures
    • Corporate record-keeping and document retention
  • Board and Management Issues
    • Conflicts of interest
    • Independence issues
    • Related party transactions
    • Executive compensation, benefits, employment and severance agreements
    • Management succession
    • Risk management and oversight
  • Shareholder Relations
    • Shareholder communications
    • Responding to shareholder proposals
    • Dealing with shareholder activism and shareholder advisory firms
  • Responses to Corporate Control Efforts
    • Anti-takeover preparations
    • Proxy contests
    • Hostile and friendly tender offers

We also take a proactive, multi-disciplinary approach, with our securities litigation and labor and employment attorneys in assisting clients in conducting internal investigations and responding to allegations of non-compliance or improprieties.  We can help prevent future claims by establishing, or reviewing and recommending changes to, internal programs and enforcement measures to maximize compliance and minimize the risk of litigation or enforcement actions.