Practice Areas: Corporate Governance

Since the Sarbanes-Oxley Act was enacted in 2002, many new and complex requirements have been imposed on public companies in connection with their corporate governance and their public reporting obligations. As we were doing before the Act came into the picture, McGuireWoods monitors and keeps clients up to date on developments in this area. We have wide experience advising boards of directors and their committees on the full range of issues they face, including fiduciary duties, implementing appropriate corporate governance procedures, selecting independent auditors and overseeing executive compensation issues. A number of our partners serve, or have served, on boards or as general counsel, and we are strongly positioned to bring strategic perspectives to our clients' governance issues.

Recent representative work includes:

• Representation of numerous public companies in development of governance guidelines, audit, compensation and nominating committee charters, and corporate codes of conduct in response to Sarbanes-Oxley Act and related requirements.
• Representation of private companies and nonprofit institutions considering voluntary adoption of corporate governance standards similar to those imposed on public companies under the Sarbanes-Oxley Act.
• Representation of public companies in connection with successful requests for SEC no-action letters and negotiations with shareholder proponents for withdrawal of shareholder proposals.
• Representation of boards of directors in considering appropriate responses to shareholder proposals receiving substantial shareholder support.