Corporate Governance and Special Situations

Corporate directors and executive officers are under great scrutiny from shareholders, regulators and prosecutors and must exercise a high degree of care in conducting the affairs of a corporation. With every decision subject to intense examination, it is critical that directors and executive officers avail themselves of sound, experienced and independent legal counsel in undertaking their obligations and evaluating their legal and financial exposure in performing their duties.

Our Corporate Governance and Special Situations Group focuses on special matters that arise in the business environment where highly developed senior level skills from multiple disciplines are required. In such situations, you will probably be facing a matter that requires an extremely focused lead counsel with highly developed leadership skills. Our attorneys bring this focus and leadership to your problem, managing complex processes and assembling an experienced multi-disciplinary team that can react immediately to assist you in effectively addressing the situation. We bring our strong experience in corporate governance, public company issues, Board committee affairs, governmental relations, public relations, business strategy, corporate law, litigation, employment, insurance, securities, accounting, tax, antitrust and white-collar crime to bear on these special situations.


Attorneys in this group routinely handle a variety of challenging and high-stakes matters, such as:

  • Advising boards and committees in their fiduciary duties with respect to strategic transactions, special investigations, compliance programs, and other special situations.
  • Advising directors and officers concerning compliance with SOX, SEC, NYSE and NASDAQ rules and requirements, including developing committee charters, codes of conduct, disclosure requirements and other policies, procedures and compliance programs.
  • Advising audit committees in their supervision of financial statement restatements and other sensitive financial and accounting matters.
  • Advising independent board committees in their investigations of alleged wrongdoing by officers, directors or the company itself.
  • Advising compensation committees in their review of executive compensation and consideration of management's CD&A reports.
  • Providing directors, boards, and CEOs with a highly-informed analysis and evaluation of the risks and costs of pending complex and high-profile lawsuits, including strategies for resolution or settlement.
  • Assisting boards and management in responding to unsolicited acquisition offers or responding to requests for sensitive corporate information.
  • Managing and advising on internal and governmental/regulatory investigations.
  • Advising directors and officers on insurance coverage policies and procedures to reduce liability risk.
  • Advising directors and officers about the company's relationships with accountants, compensation consultants and other advisors.

Clients and Industries

Our clients in this area include public, private and non-profit corporations, boards of directors and board committees (including audit committees, governance committees, and compensation committees), and executive officers and other individuals.

Selected Case Results*

Most of our representative transactions or engagements in this area involve confidential and highly sensitive subject matter. We would be happy to provide you with some general examples of our experience in this area.



July 31, 2006
Parallel Investigations: Can They Do That?
Emergency Envelopes, Vol. II, Issue 1
July 31, 2006
Mohawk Industries, Inc. v. Williams
Emergency Envelopes, Vol. II, Issue 1
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