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Corporate Governance

Steptoe lawyers regularly counsel corporations, boards of directors, board committees, CEOs, CFOs, and other officers and directors on fulfilling their corporate responsibilities to shareholders and the public.  The increasingly complex regulatory environment, including compliance with Sarbanes-Oxley, Dodd-Frank and the JOBS Act, requires proper planning and the analysis and balancing of both legal and practical considerations.  We are also well-versed in recent rules and regulations of the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), and the Public Company Accounting Oversight Board (PCOAB), in addition to the latest developments in the laws governing corporate fiduciary duties and best practices for nonprofit organizations.  Steptoe lawyers have significant experience representing boards and board committees and counseling companies and nonprofits on their most sensitive governance, transactional, and financial endeavors and disputes, including derivative and shareholder litigation.

Managing corporate governance matters and litigation through seasoned counseling and vigorous defense is vital for public and private companies and their officers and directors in a legal and regulatory era of increasingly severe criminal and administrative penalties, large jury verdicts, and substantial settlements.  When problems arise, we also assist corporate management, boards, and special committees as independent counsel in internal investigations and as defense counsel in derivative and shareholder litigation alleging breaches of fiduciary duty and securities law violations, among other leading areas.  Steptoe has advised boards and committees and conducted both high-profile and confidential investigations of a wide range of sensitive matters, including investigating and addressing allegations of securities fraud, financial fraud, insider trading, misappropriation of corporate assets and business opportunities, merger and acquisition improprieties, and a variety of other alleged criminal activity including commodities fraud, bank fraud, mail and wire fraud, bribery, tax fraud, antitrust violations, government contract fraud, federal and state program fraud, Foreign Corrupt Practices Act (FCPA) violations, money laundering, and environmental health and safety violations.

We advise clients on a variety of corporate governance issues including:

  • Complying with federal and state disclosure and filing requirements.
  • Advising on beneficial ownership (Schedules 13D and 13G) and Section 16 current reports (Forms 3,4 and 5) compliance.
  • Listing and corporate government requirements under stock exchange standards.
  • Developing and complying with governance guidelines, codes of ethics, and insider trading policies.
  • Indemnification considerations and D&O insurance.
  • Audit, compensation, nominations, and special committee memberships, structure and functions.
  • Officer and director duties and liabilities.
  • Derivative and shareholder litigation.
  • Special board committee investigations.
  • Internal investigations.
  • Senior executive employment and consultancy agreements, and senior executive dismissal, succession compensation and indemnification.
  • Responding to shareholder proposals and demands.
  • Addressing whistleblower complaints and internal audit reports raising governance, financial and other sensitive issues.