Corporate Governance

In a rapidly changing legal and regulatory environment, clients turn to us for guidance on effective and prudent management that delivers long-term success for the company.

Our corporate governance practice brings together top lawyers from our corporate, regulatory and investigations, risk management, white collar defense and compliance, and executive compensation practices. We help both public and private companies establish and maintain a comprehensive governance framework that allows directors and management to more effectively guide their organizations in an increasingly complex and interconnected global environment.

Many members of our team have spent a portion of their careers in executive positions at government regulatory agencies. We serve as outside corporate counsel to dozens of public companies, advising them on a wide array of matters related to securities law and disclosure obligations. Our deep knowledge of the regulatory landscape enables us to quickly and efficiently resolve complex issues with shareholders, the SEC, and other regulatory agencies on our clients’ behalf.

Board Structure and Composition

The strength of a company’s board of directors is predicated on the organizational documents, guidelines, and procedures that establish the foundation of a company’s corporate governance. We routinely draft and review bylaws, committee charters, governance guidelines, policies, codes of ethics, and other documents crucial to building and maintaining an effective, ethical board.

Officer and Director Duties and Responsibilities

Should a crisis arise, a company’s officers and directors need readily accessible tools and knowledge to navigate their considerable obligations. We help companies understand and meet their governance obligations, implement best practices, and take measures to help management and boards respond quickly.

Governance Compliance and Disclosure Requirements

Monitoring and maintaining compliance with governance obligations and disclosure requirements can be daunting for even the most diligent of companies. We help clients comply with securities- and governance-related regulations around the world, including the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Foreign Corrupt Practices Act, the JOBS Act, and the UK Bribery Act, among others.

Global Risk and Crisis Management

In today’s rapidly changing business world, companies must anticipate significant risks associated with complex regulatory environments, insider theft and misconduct, and competing and changing data security and privacy requirements. Failure to prepare for and anticipate crises related to any of these risks can potentially expose a company’s directors and officers to liability and adversely affect the company’s brand, reputation, and bottom line. Morrison & Foerster provides critical advice for anticipating and responding to any crisis. From cyber breaches to product recalls, our lawyers have decades of collective experience across disciplines and industries, successfully guiding clients through crises at the highest levels.

Shareholder Relations, Proxy Issues, and Corporate Control

With emboldened activists probing for governance vulnerabilities, proxy contests on the rise, and securities class action filings at their highest rate in two decades, fostering productive shareholder relations has never been more important. We have helped many public company clients revamp the governance programs and mechanisms necessary to establish and maintain communicative and collaborative engagement with shareholders. We also have deep experience planning for and defending against activist shareholders and executing on other governance contingencies particularly important for public companies.

Regulatory Developments

The law is constantly changing in response to evolving business practices and new technologies. We work hard to keep our clients apprised of regulatory developments and how those developments might impact their businesses. Our lawyers are frequently sought out to speak on such issues, and they regularly contribute to leading publications and industry conferences.

Environmental, Social, and Governance

We help clients identify the most material environmental, social, and governance issues and trends affecting their business, including performance and reporting requirements. We work closely with clients to help design effective strategies to reduce legal exposure, director and officer liability, and reputational risk, as well as identify opportunities for differentiation.

Corporate Support

In addition to our securities and governance capabilities, we also regularly advise clients on managing conflicts of interest, navigating related party transactions and government investigations, structuring employee benefits and executive compensation, and addressing other issues that may arise.

Management Succession Planning

Anticipated or otherwise, leadership transitions require thoughtful planning. We provide guidance to companies as they map out a deliberate transition plan to help minimize disruption and maximize the likelihood of continued success.

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