Corporate Governance

Fried Frank, a recognized leader in corporate governance and counseling, provides a wide range of advice to private and publicly traded entities, independent directors, board committees and management in connection with governance and compliance matters and transactional, enforcement and crisis situations. Based in all our offices, our cross-disciplinary practice comprises lawyers experienced in corporate governance, corporate counseling, corporate compliance programs, securities law disclosure, complex civil and criminal litigation and securities law enforcement proceedings. We act as outside general counsel to many large and small US and foreign companies and have provided advice to companies in virtually every business sector.

Although establishing and maintaining proper governance structures and compliance programs has always been fundamental to business strategy, recent regulatory changes and state law developments have magnified their importance. Fried Frank's Corporate Governance and Counseling Practice helps clients navigate the increasingly complex regulatory environment, including the rules related to the Sarbanes-Oxley Act of 2002 and the corporate governance rules of the New York Stock Exchange and NASDAQ.

We advise on both novel and day-to-day governance issues, advise in the preparation of its disclosure materials and assist in compliance with new laws and regulations and guide our clients in their communications with analysts, the press and the investor community. We keep management and boards informed of trends and "best practices" in corporate governance. We also design corporate compliance programs tailored to meet our clients' specific requirements in a cost-effective way.

Our practice includes:

Assisting in compliance with legal and regulatory corporate governance and disclosure-related obligations
Reviewing, assessing and updating governance materials (including board committee charters, director and officer questionnaires, corporate codes of conduct, employee whistle-blowing policies, document retention policies, trading policies, compliance policies and procedure manuals)
Training employees, management and directors on ethics and compliance issues
Advising on the composition of boards of directors and board committees, with a focus on director independence and audit committee qualifications
Counseling clients on their relationships with auditors and questions relating to auditor independence
Providing guidance on merger and acquisition planning, including structural defenses such as stockholder rights plans and classified boards
Counseling clients on dealing with analysts and the press and FD issues
Responding to activist institution concerns and shareholder proposals
Assisting in the preparation of periodic as well as nonroutine filings with the United States Securities and Exchange Commission for US and foreign private issues
Advising on directors' and officers' indemnification and advancement arrangements and liability insurance coverage
Conducting internal investigations
Providing crisis management strategies
Representing clients in shareholder class-action and derivative litigation alleging breach of fiduciary duty by directors

We also represent audit, compensation and nominating committees on corporate governance matters, as well as special committees that are typically formed to deal with conflict-of-interest situations in the boardroom, including:

Contractual relationships between a parent company and a partially public subsidiary
Executive agreements and compensation arrangements
Competing interests of different shareholder constituencies (a particular issue for companies with tracking stocks)
Going-private transactions
Shareholder derivative litigations
Special investigations arising from crisis situations