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 TheCorporateCounsel.net, 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.