Our Practice Groups

Corporate Governance

Good governance is critical to the success of all businesses. At Morrison Cohen we advise public and private companies, private investment funds, and partnerships on all aspects of corporate governance best practices, as well as compliance with federal and state laws and regulations and stock exchange requirements.

Public companies and their directors face stringent regulation and increasing outside scrutiny of their corporate governance arrangements.  Private companies, private investment funds, partnerships, and individual business principals can all face corporate governance complications, pitfalls, and disputes.  Morrison Cohen lawyers from across our various departments work together to advise business entities, boards, board committees, individual directors, and others on all these issues.  By way of example, we assist in regard to:

  • compliance with the Sarbanes-Oxley Act and other SEC requirements and disclosure obligations regarding governance
  • meeting stock exchange requirements as to director independence, audit, compensation, and nominating committees, mandatory stockholder votes on company actions, and other governance matters
  • the ongoing duties of boards of directors and board committees of public and private companies, including audit, compensation, and other committees
  • the duties owed by independent board members, special board committees, and others in regard to related party transactions
  • fairness opinions
  • company codes of ethics, committee charters, and governance best practices, including in regard to independence, conflicts of interest, communications among management, directors and shareholders, and other matters
  • proxy solicitations and proxy contests
  • going private transactions
  • fiduciary duties owed in the context of bankruptcies and insolvencies, mergers and acquisitions, related party transactions, and interested director scenarios
  • litigations, and other types of dispute resolution relating to breaches of fiduciary duties and compliance with federal and state regulations, including in civil and criminal cases and in proceedings before the SEC

When advising on corporate governance matters, our lawyers draw from a wealth of experience across our Corporate, Business Litigation, Compensation, Benefits & Employment and other departments.

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