Corporate Governance

In today’s rapidly changing business environment, public and private companies need experienced counsel to navigate the increasingly complex maze of regulatory challenges. At Hughes Hubbard & Reed, our corporate governance practice is comprehensive, and there are no areas in which our lawyers do not regularly practice.  Our multidisciplinary team of corporate, securities, employee benefits and litigation lawyers possess a depth and breadth of knowledge built on a solid foundation of decades of experience in counseling clients on corporate governance matters.  

We offer corporate governance advice to corporate boards, independent directors and their committees, as well as management teams, in a wide variety of contexts, including annual and other matters, and advice regarding trends and strategic practices.  We represent public companies in every aspect of corporate governance and boardroom decision-making.  We are knowledgeable about the best practices and policies in the prevention of potential bribery and corruption matters on an industry-specific basis.  We understand proxy access, which threatens to radically alter the balance between interest group stockholders and boards of directors.  We routinely advise on matters such as:

• NYSE/NASDAQ corporate governance requirements 
• Fiduciary duties 
• Conflicts of interest 
• Related party transactions
• Risk management
• CEO and board chair roles
• Succession planning
• Board committee responsibilities and charters 
• Codes of conduct 
• Compensation and benefits for directors and officers
• Say-on-pay issues
• Director and officer indemnification 
• SEC standards and disclosure requirements
• Compliance under laws such as the Sarbanes-Oxley Act and the Dodd-Frank Act
• Dodd-Frank whistleblower bounty risks
• ISS and other proxy advisor standards, practices and their shifting policies
• Shareholder litigation 
• US GAAP convergence and IFRS
• Financial regulatory reform measures

Our substantial experience in representing public accounting firms, including three of the “Big Four” firms, has provided us with unique capabilities in issues of accounting, corporate financial statements, and relationships with outside auditors.  

Our corporate governance team, often in conjunction with our anti-corruption and internal investigations group, provides customized advice for unusual or extraordinary matters, including whistleblowers and other complaints to the audit committee, financial disclosure irregularities, internal investigations, SEC investigations, shareholder derivative actions and investor activism.