Corporate Governance

Bilzin Sumberg's Corporate & Tax Groups advise boards of directors, special committees, and management teams of publicly-traded and privately-held companies and private equity firms on how to stay abreast of the rapidly changing corporate regulatory environment and assist with diverse and high-profile corporate governance efforts and development of best practices. Additionally, through continuous monitoring of policies and potential changes in policies, as well as seminal opinions, our team helps clients interpret and act upon rules, regulations, and interpretations from the Securities and Exchange Commission, stock exchanges, and accounting groups, as well as rulings by influential courts throughout the United States. Our team also counsels private companies on the development of Sarbanes Oxley compliance procedures, which is particularly relevant for companies considering an initial public offering, which are an acquisition candidate, or which are an issuer of registered debt.

Our Corporate Governance services include:

• Establishment of corporate governance compliance programs, standards, and codes of business conduct and ethics
• Development of board and committee charters including board composition, structure, and requirements
• Advice on fiduciary duties and responsibilities of directors and officers
• Compliance with disclosure, certification, and related requirements under federal securities laws and stock exchange rules
• Formation and operation of special committees in connection with securities offerings, mergers and acquisitions, and other material transactions
• Assistance with unsolicited stockholder proposals
• Advice on and assistance with proxy contests and proxy solicitation campaigns
• Special committee inquiries and investigations of possible wrongdoing
• Responses to regulatory inquiries and investigations
• Director and officer limitation of liability, indemnification, and insurance matters
• Related litigation matters