BUSINESS

Corporate Governance Advice

We regularly represent public companies across a range of industries on corporate governance issues, including under the Sarbanes-Oxley Act and to conform to the requirements of the relevant exchange act. We assist our clients in complying with the applicable statutes, rules, exchange regulations and corporate charter provisions.

We represent investors and investment advisers who have accumulated significant equity stakes in public and private companies. Many of these institutional investors participate in the corporate governance of their portfolio companies, seeking to protect and maximize the value of their holdings.

Our advice often involves many federal statutes and rules, such as proxy rules, which regulate communications among shareholders, solicitation of proxies and shareholder proposals and the Williams Act, which contains reporting requirements for certain acquisitions of securities and regulates tender offers and transactions that may change the control of the target company.

Our advice frequently also relates to state corporate and regulatory laws that govern matters such as cumulative voting, procedures for obtaining stockholder lists and inspecting corporate books and records, as well as the conduct of annual and special meetings. Some states have enacted “control share” or “anti-takeover” statutes that can eliminate voting rights of shares acquired or forbid or impede business combinations between shareholders and target companies. Other federal and state laws restrict or impose conditions on investment in regulated companies such as banks, thrifts and insurance companies. Companies have adopted increasingly sophisticated shareholder rights plans, or “poison pills,” and their articles of incorporation or bylaws often contain complicated procedural rules covering a wide range of corporate and board conduct.

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