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Corporate Governance

While the Sarbanes-Oxley Act was enacted primarily with large public companies in mind, the corporate governance standards and philosophies it embodies are increasingly being adopted in private companies and nonprofit organizations as well.

This is especially important for private companies that are considering making a public debt offering, going public or being acquired by a public company, and for nonprofit organizations that are subjected to regulatory scrutiny.

Our attorneys provide corporate governance counsel to a wide range of clients, including startups and emerging companies, larger private companies and public companies. We provide advice on the composition, operation and independence of boards and board committees, particularly standing audit and compensation committees. We also provide a full complement of other corporate governance services, including the following:

  • Designing corporate governance policies and procedures and evaluating their implementation
  • Developing standards for the composition and responsibilities of key independent board committees
  • Preparing disclosure controls and procedures, codes of conduct, insider trading policies and corporate compliance programs
  • Creating document retention policies
  • Formulating policies and procedures for nonmanagement directors’ meetings
  • Counseling on executive compensation issues and disclosure
  • Devising whistleblower policies
  • Advising on the timing and reporting of stock sales and purchases, and Rule 10b5-1 trading plans