Corporate Governance

Morrison & Foerster advises public and private companies and their management, officers and directors on:

  • “best practices” for boards and board committees;

  • Sarbanes-Oxley Act governance requirements;

  • governance requirements of securities exchanges;

  • director and officer fiduciary duties and responsibilities;

  • board/management issues, including conflicts of interest, related party transactions and executive compensation;

  • board and committee governance matters, including charters, programs and policies, self evaluations, codes of conduct, and executive succession planning;

  • enterprise-wide compliance and risk management programs;

  • public company disclosure issues and related liability considerations;

  • shareholder relations (including shareholder communications, responding to shareholder proposals, dealing with shareholder activists, institutional corporate governance advisors, and shareholder advisory firms);

  • proxy contests and other corporate control efforts;

  • special committee representation and internal investigations.

Our Public Companies and Securities practice is co-headed by David Lynn, a former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, and co-editor of, where he co-authors one of the most widely read blogs on securities, governance, and corporate law matters, including breaking developments on Delaware corporation law.

Marty Dunn
Senior Of Counsel
Washington D.C.
(202) 778-1611

David M. Lynn
Washington D.C.
(202) 887-1563

Named to the 2016 list of  ”America’s Best Corporate Law Firms” as designated by general counsel of publicly-traded companies
(Corporate Board Member/FTI Consulting)

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