Corporate governance

Our lawyers have extensive experience over many years in the field of business management. As a result of this experience, our attorneys have been helping clients deal with the variety of legislative and regulatory responses arising from the US Congress, the US Securities and Exchange Commission, and the US Securities and Exchange Commission. major US stock exchanges

Our Practice

Morgan offers clients a deep and experienced multidisciplinary approach to corporate governance. Our corporate governance experience ranges from providing guidance on applicable securities laws and other regulatory regimes to assisting in the development of effective compliance programs. As part of our general representation of public company clients, we prepare or periodically review internal corporate policies that address legal and corporate governance matters. We also prepare more general codes of business conduct and ethics, and advise on the full range of relevant issues.

As part of our securities practice, we regularly provide advice on compliance with or implications of disclosure obligations and internal procedures for preparing for public disclosure. With respect to our representation of private equity firms, hedge funds and other investors, we advise on best practices in the area of ​​corporate governance and the corporate governance implications of specific public company investments. We assist foreign entities with respect to their obligations under US securities laws and the trading of securities of companies with which they are affiliated.

Public Company Disclosure and Compliance Obligations:

For public company clients, we provide advice on the obligations of public reporting companies and other corporate governance matters. As part of our practice in this area, we:

  • Review periodic reports and assess companies' disclosure obligations;
  • Advise on the preparation of proxy statements for annual meetings, as well as for special meetings, including those held to consider business combinations;
  • Providing guidance to boards of directors and audit committees on their obligations under SEC regulations and stock exchange rules and advising boards regarding self-assessment programs;
  • Prepare or review internal corporate policies on public company obligations, disclosure controls and procedures, corporate communications, corporate governance, securities trading, document retention, and financial analyst issues;
  • Advise on the securities law implications of stock-based employee compensation plans, employee stock purchase plans, dividend reinvestment plans, stock repurchase programs, and bid offers.

Special Committees:

Our attorneys have extensive experience advising special committees on the analysis and negotiation of proposed transactions and advising on their fiduciary duties and other legal matters. We have worked with many companies advising them on the need for and creation of a special committee and regularly represent the special committee once it is established.

Regulatory and internal board investigations:

Our attorneys are frequently called upon to oversee the conduct of highly confidential corporate governance and ethics investigations. Numerous major corporations have relied on the firm’s extensive experience in accounting and other internal investigations. We have also represented many audit committees in connection with investigations of suspected fraud, accounting irregularities, and other regulatory matters. We handle a wide variety of complex business, securities, financial services, and corporate litigation, including trial and appellate practice, class actions, regulatory matters, and corporate control contests. Our Corporate and Litigation Departments work closely together to advise clients on extraordinary corporate transactions regarding issues of fiduciary duties of boards of directors and rights of shareholders.

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