The corporate landscape following the enactment of the Sarbanes-Oxley Act is increasingly challenging.  Clients face significant hurdles in complying with the enhanced disclosure and compliance requirements of the Securities and Exchange Commission (the “SEC”), the New York Stock Exchange (the “NYSE”), NASDAQ and other applicable federal and state laws.  The Corporate Governance Practice Group at Neal Gerber Eisenberg provides experienced, sound counsel to boards of directors, committees (including audit committees), directors, officers and others with oversight responsibilities, whether concerning best practices in corporate governance or the defense of potential claims.  We also advise significant stockholders concerning their strategic alternatives.

The firm regularly works with clients in the boardroom and the courtroom on a broad range of governance issues, involving:

• Board and committee structure, composition and processes;
• Fiduciary duties;
• Responding to stockholder activism;
• Developing board committee charters and corporate governance guidelines;
• Board and committee self-evaluations;
• Executive officer and director compensation;
• Defending directors and officers in securities litigation;
• Indemnification, insurance and other liability protections for directors and officers
• Conducting internal investigations;
• Complying with the corporate governance listing requirements of the NYSE and NASDAQ;
• Take-over readiness measures;
• Management assessments of internal controls;
• Auditor independence; and
• Establishing codes of conduct, insider trading policies and other compliance policies and procedures.

By bringing an informed perspective on emerging governance issues, we are able to help clients define issues, respond to immediate needs and engage in long-term planning.  Our clients range from Fortune 500 multinationals to privately held companies and non-profits (including private foundations). As many of our private company and non-profit clients have witnessed, the impact of Sarbanes-Oxley has effectively moved beyond the public arena, with the Internal Revenue Service, state Attorneys General, state legislatures, lenders, donors and other third parties pressing for greater transparency and accountability. Additionally, we work with private companies contemplating public offerings to prepare them for the disclosure and compliance obligations of a public company.  In this complex and challenging environment, our clients call upon us for seasoned advice and innovative solutions.

The Corporate Governance Practice Group combines the skill of corporate lawyers and litigators. For example, litigators in the group have successfully represented boards of directors of several Fortune 500 companies in a number of shareholder derivative actions alleging breaches of fiduciary duties by the directors.

Attorneys in our Corporate Governance Practice Group work closely with colleagues in our Corporate & Securities, Tax, Private Wealth Services, Litigation, and Employee Benefits & Executive Compensation Practice Groups to provide integrated advice in complex, high-stakes situations. Retaining experienced counsel who focus on corporate governance matters can be an important component in staying abreast of legal developments that can affect a company’s reputation, competitive advantage and shareholder value, and that can affect the liability exposure of directors.

In addition to advising clients, members of our Corporate Governance Practice Group write and lecture on governance-related topics and are often quoted in business publications.