Strategy and Counseling

The best way to avoid a corporate governance crisis is to anticipate it. We maintain an ongoing dialogue with our clients to assess their risks and opportunities in the context of dynamic markets and shifting regulatory currents. The breadth of our client base – including some of the world’s largest enterprises as well as emerging companies, and cutting across all industries and geographies – is a source of leverage for us that benefits all of our clients.


We advise our clients on all types of disclosure matters, including the complex and often sensitive issues surrounding governance and executive compensation reporting requirements. Our lawyers regularly interact with the SEC, NYSE, Nasdaq and other regulators to gain the latest insights and interpretations and to stay ahead of evolving trends. We are also often involved in the shaping of governance policies through formal and informal communication with regulators. 


We conduct periodic reviews for many of our clients to ensure that their governance documents and policies continue to reflect the board’s best judgment in light of evolving regulations and best practices. Our governance reviews typically include an examination of the charter and bylaws, board governance guidelines and policies, committee structure and charters, board and committee responsibilities, board information flow and director education practices, all in the context of the latest governance and takeover developments.  We work with management, boards and board committees on these issues. 


The lawyers in our compensation and benefits practice have for decades advised clients, including some of the world’s largest corporations, on all aspects of executive compensation. We remain at the forefront of this rapidly evolving practice today.

We cover the compensation landscape, with extensive experience addressing such issues as CEO succession, compensation clawbacks, say-on-pay, director independence, equity compensation granting practices, related person transactions, the design and implementation of compensation programs, and, for our major financial institution clients, compliance with EESA requirements. Along with advising many companies on compensation matters, we also serve as primary outside counsel to a number of compensation committees.