Corporate Governance

Public companies are subject to many new and complex requirements in connection with their corporate governance and public disclosure obligations. These sweeping changes impact the heart of management and board of directors’ responsibilities, including disclosure regarding executive compensation and risk evaluation. Because of the wide-ranging implications of these legislative and regulatory mandates, McGuireWoods’ corporate governance team takes an interdisciplinary approach to its practice. Our clients benefit from the input of a dedicated team of lawyers, seven of whom are public company directors, who collaborate and share their individual experience in executive compensation, capital and credit market activities, the sale of securities, state corporate law, and a host of other disciplines, resulting in a comprehensive team whose advice is in the best interest of its clients.

A primary goal of the corporate governance team is to be proactive. We strive to provide clients with advice that is more than timely – our advice is anticipatory. Consistent with this goal, we advise clients on best practices, trends, and potential and pending regulation and legislation. Services offered by the team range from providing clients with model documents, to providing official public comment on proposed rules and regulations, to hosting complimentary webinars on corporate governance and securities disclosure topics.

For example, our team quickly digested and interpreted the changes required by the Dodd–Frank Wall Street Reform and Consumer Protection Act, and prepared our clients to comply with the new regulatory obligations and foresee the regulations that remained on the horizon. We issued a corporate governance reform chart for our clients that clearly outlined pending federal legislation, selected state statutes, and proposed and recently adopted rules of the Securities Exchange Commission; legislative sponsors of the reforms; governance areas impacted by the legislation, statutes and rules; and the status of the reforms. We continue to send regular alerts to inform our clients of the ever-changing timetable of these regulations. It would be hard to match the breadth and depth of experience our corporate governance team offers. Partners on the team include former general counsels, members of public company boards of directors, and staffers of regulatory organizations. This experience serves our diverse client base well – a client base that includes large and small public companies, private corporations and non-profit organizations. Our work includes counseling on a variety of corporate governance issues and activities, such as:

• Complying with regulatory obligations, including those arising from the Sarbanes-Oxley Act and the Wall Street Reform and Consumer Protection Act;
• Adopting corporate best practices and shareholder advisory service positions;
• Providing resolutions and minutes for the conduct of board, committee and shareholder meetings;
• Providing advice on the obligations of various board committees, including calendars and meeting agendas to ensure the board fulfills listing exchange requirements as well as those set forth in the company charter;
• Assessing board and committee structures, composition and responsibilities, as well as developing an assessment process for board and committee performance;
• Preparing and implementing policies and procedures under codes of ethics, including insider trading, conflict of interest policies for boards of directors and committee charters;
• Conducting internal investigations on behalf of the board of directors;
• Preparing proxy statements, handling shareholder proposals and other shareholder issues; and
• Implementing anti-takeover defenses, including shareholder rights plans (or poison pills).

Our corporate governance team will stay on the leading edge of regulation in this area, ensuring our clients not only understand the legal developments but can also implement practical solutions and best practices.