Corporate Governance

Foley’s Transactional & Securities attorneys develop and implement corporate governance best practices that reduce your compliance costs and help mitigate enforcement risks.
Public company directors and officers rely on us for sophisticated assistance with the wide range of corporate governance issues they face. Whether you need compliance best practices, enforcement defenses, or the latest insight on compliance trends, we offer a fully integrated approach to manage compliance costs and minimize enforcement risks. Our Transactional & Securities and Securities Enforcement & Litigation attorneys work together to counsel, advise, and represent corporate directors and officers of public companies and are committed to educating you with continual updates on developments from SEC regulations and other standards of governing public company conduct.

We frequently advise corporations, boards of directors, board committees, corporate officers, shareholders, and other parties regarding: 

Board and Committee Best Practices, Composition, and Procedures 

We work with clients like you to develop and implement best practices for boards of directors, as well as nominating and governance, audit, compensation, and other board committees. Our attorneys keep you apprised of evolving best practices and monitor corporate governance proposals from the U.S. Congress, the SEC, stock exchanges, and independent policy groups.

Board Oversight and Self-Evaluation Systems 

Our attorneys provide advice relating to a board’s oversight function, including design and implementation of self-evaluation systems tailored to your existing organizational structure and cultural needs.

Board Committee Charters, Guidelines, and Codes of Conduct 

We advise regarding the development of nominating and governance, audit, compensation, and other board committee charters. In addition, our attorneys have extensive experience in reviewing, developing, and implementing national and worldwide ethics and compliance programs to prevent and detect violations of law and to help ensure your employees conduct business ethically and in compliance with applicable legal and regulatory requirements. As part of this service, we work closely with you to develop or refine codes of conduct and aid in code and policy distribution and employee training.

Director and Officer Fiduciary Duties and Responsibilities 

Our attorneys advise board members regarding directors’ duties and responsibilities in change of control transactions, executive succession, financial reporting irregularities, internal investigations, and auditor independence. Cooperation among attorneys in our Transactional & Securities and Government Enforcement, Compliance & White Collar Defense Practices provides you with comprehensive legal advice on director and officer fiduciary duties and shareholder rights in any situation.

Executive Compensation and Succession 

We assemble interdisciplinary teams of attorneys with experience in tax law, ERISA, corporate law, accounting, SEC regulatory requirements, and relevant state law to efficiently deliver comprehensive advice regarding executive compensation and succession issues. 

Financial Reporting and Internal Investigations 

We prepare and review internal corporate policies governing disclosure controls and procedures, internal and external corporate communications, securities trading, and document retention. We counsel you regarding the conduct of sensitive accounting, ethics, governance, and other internal investigations, including representation of audit committees in connection with investigations of accounting irregularities, alleged fraud, and other regulatory issues.

Preparation of Proxy Statements for Annual and Special Meetings 

We advise on the preparation of proxy statements for annual meetings and special meetings, including those held to consider business combinations. In this regard, our attorneys provide guidance to boards of directors on their obligations under SEC regulations and stock exchange rules.