Counseling companies and stakeholders to ensure compliance, business integrity and long-term success

Transcription

1 Corporate Governance Key Contacts David H. Kistenbroker Chicago Geoffrey R.T. Kenyon Boston William G. Lawlor Philadelphia Counseling companies and stakeholders to ensure compliance, business integrity and long-term success Dechert s corporate governance practice helps clients, including boards of directors, committees, public and private companies and other stakeholders, succeed in today s intense regulatory environment as they work to balance competing interests and meet long-term business goals. Our lawyers go well beyond helping clients meet customary disclosure and reporting obligations. We know how to navigate complex and delicate interrelationships and team dynamics among the board, management, shareholders and regulators to ensure that governance obligations, legal and regulatory requirements and exchange rules are met. Clients rely on us to guide them through all these areas with a practical, business-oriented approach. Diverse representation in transactional, regulatory and litigation contexts The corporate governance practice operates across Dechert s powerhouse M&A, private equity, hedge fund, financial services, white collar and securities litigation, executive compensation and creditors rights practices, all recognized by U.S. and international ranking organizations and publications as top-tier practices. The team collaborates on a full range of critical governance issues including identifying and managing conflicts, transaction planning and structuring, shareholder engagement, activist pressure, proxy contests and anti-takeover defense, succession planning and leadership structure, public disclosure and financial reporting obligations, regulatory compliance and risk management and mitigation, internal investigations, litigation, enforcement actions and whistleblower claims.

2 The corporate governance team has built an extraordinarily diverse clientele and aggregate of experience over the years. The result: our lawyers understand every constituent s role, position and interests. Every client benefits from their full-circle knowledge and insights. RISK MANAGEMENT AND MITIGATION In the post Sarbanes-Oxley and Dodd-Frank environment, Dechert advises on: Compliance with U.S. federal and state, U.K. and other securities, governance anti-corruption and other laws, regulations and exchange rules Best practices, procedures, codes of conduct, compliance policies and other programs Leadership structure Board and committee composition and the election process Board oversight Fiduciary duties and responsibilities Legal requirements relating to financial reporting and accounting practices and internal controls Interested party transactions Executive compensation, benefits and employment agreements, including alignment of compensation practices Management succession, continuity and evaluation The team includes SEC alumni whose strong working relationships with key players in the regulatory community reinforce Dechert as a source of well-informed securities and governance counsel. TRANSACTION PLANNING AND STRUCTURING Dechert lawyers are adept at identifying and managing conflicts. Guided by the latest legal developments, we advise on procedural and structural techniques that avoid or mitigate the effects of conflicts. These techniques reduce execution and litigation risk and enhance opportunities for transaction success. INTERNAL INVESTIGATIONS

3 Our lawyers conduct internal investigations that address shareholder demands and agency actions, and help minimize liability risks, government enforcement actions and derivative and other litigation. Through our investigations, we resolve critical concerns like whether to disclose findings, waive privilege or take remedial measures. SHAREHOLDER RELATIONS AND ACTIVISM, PROXY CONTESTS AND TAKEOVER DEFENSE In addition to representing public and private companies and funds, the firm has a robust practice representing institutional and other shareholders in these companies and funds. This gives us insight into issues from all perspectives and enables us to guide the parties to a resolution before a potentially serious adversarial situation becomes a lasting problem. We also help companies contend with today s increased shareholder activism. We assist clients with developing, communicating and executing their vision and strategy. We counsel on ways to defend against and negotiate with activists and other dissidents, including ways to de-escalate and resolve threatened or actual proxy battles and hostile takeover attempts. The corporate governance team advises on: Responsibilities of boards of directors/boards of trustees, committees and officers Stakeholder interests Forward-thinking compliance programsrisk management and internal controls Disclosure requirements and transparency Financial reporting Shareholder relations Codes of ethical conduct Compensation issues Audit and special committeesinternal and outside investigationscorporate citizenship Performance measurements SECURITIES REGULATION AND COMPLIANCE We serve as outside counsel to many public and private companies and funds and know the complex regulatory environment in which they operate. We advise on: Regulatory and compliance matters under the U.S. Securities and Exchange Commission (SEC) and U.S. stock exchanges. Disclosure matters related to reporting obligations and securities offerings under the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of =

4 Investment Company Act of 1940 and the Investment Advisers Act of 1940 matters for investment companies, advisers and broker-dealers. Compliance matters under the Financial Conduct Authority (FCA) in the United Kingdom, the UK Listing Authority (UKLA) and the London Stock Exchange as well as the regulatory authorities in other leading financial centers. LITIGATION, ENFORCEMENT ACTIONS, AND WHITE COLLAR AND WHISTLEBLOWER DEFENSE Our litigators defend officers, directors and trustees of public and private companies and funds, audit committees and special committees in securities, derivative, civil fraud and disclosure and corporate governance actions. We have defended clients facing allegations of breach of fiduciary duties, failure to implement or oversee internal controls, usurpation of corporate opportunities and wrongdoing in connection with mergers and acquisitions, controlling and minority shareholder matters and executive compensation. Dechert s litigators also defend clients in investigations and enforcement actions by the U.S. Securities and Exchange Commission (SEC), U.S. Commodity Futures Trading Commission ( CFTC), Financial Conduct Authority (FCA) and other government agencies regarding insider trading, money laundering, corruption, securities fraud, accounting irregularities, stock market manipulation, tax fraud, and whistleblower claims under the federal False Claims Act, Sarbanes-Oxley Act, state whistleblower statutes and the Dodd-Frank Act. Related Professionals JOHN E. ALESSI Associate Boston T DAVID L. ANSELL Senior Counsel Washington, D.C. T EMMANUELLE BENVENUTI Associate Paris T CAROLINE BLACK London T

5 DR. MARKUS P. BOLSINGER LL.M. New York T Munich T CATHERINE BOTTICELLI Washington, D.C. T View All Related Professionals Related Practice Areas Bankruptcy and Creditors' Rights Litigation White Collar Defense and Investigations Employee Benefits and Executive Compensation Financial Services and Investment Management Mergers and Acquisitions M&A Litigation