Corporate Governance

Effective corporate governance is a key element in enhancing investor confidence, promoting competitiveness and ensuring ready access to the capital markets. While regulations determining the way in which companies are managed and governed have existed for decades, the pace of legislative and regulatory change has accelerated, creating a maze of local, national and international law and regulation.

Squire Sanders represents a large number of public companies throughout the world, enabling us to understand governance challenges facing corporations operating in a global marketplace.

We regularly advise clients in key areas, including development and administration of corporate governance policies, ongoing compliance and public reporting, related party transactions, governmental investigations, and equity and other executive compensation arrangements.

We have a long-term commitment to guiding companies in meeting their governance obligations. Our lawyers have the knowledge and experience to advise with respect to the regulations of the SEC, the NYSE, NASDAQ, the UK Financial Services Authority, the London Stock Exchange and other securities exchanges and regulators around the world.

Our corporate governance services range from resolving traditional corporate law matters to counseling clients on complex issues in such areas as the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act of 2002 and the UK Bribery Act of 2010. We also assist with governance disclosures in annual proxy statements and other periodic reports and in developing internal procedures for dealing with trading in securities by corporate insiders. Our lawyers regularly advise clients with respect to the London Stock Exchange, NASDAQ and NYSE listing standards and their requirements for foreign private issuers.

We employ the knowledge we have gained advising public companies as well as the experience gained from our lawyers serving as interim in-house counsel to work with companies to establish effective corporate governance procedures, meet compliance obligations and manage risk.

We routinely provide advice on a wide range of governance matters including:

• Board and committee structure and charters
• Board dynamics and function
• Governance policies, including compliance with regulatory requirements and best practices
• Sarbanes-Oxley, Dodd-Frank and UK Bribery Act compliance
• Advice on conflicts of interest and related party transactions
• Special committee independence, formation and function
• Disclosure matters, including internal controls issues
• SEC and stock exchange investigations
• Fairness opinions
• M&A special committees
• D&O insurance matters

Representative corporate governance matters include:

• Representing a special board committee of Ben & Jerry’s, Inc. in the company’s US$400 million sale to Unilever.
• Representing a major US airline in connection with an audit committee investigation and an SEC investigation accompanying its corporate bankruptcy.
• Representing the audit committee of a major Phoenix-based transportation company in connection with its investigation of financial whistleblower allegations.
• Investigating a NYSE-listed broker-dealer in connection with alleged insider trading activities and its eventual sale.
• Representing a financial services holding company in connection with an SEC investigation relating to a financial restatement.
• Representing the special litigation committee of the largest US-based security company and conducting an investigation of shareholder demands with respect to the compensation and benefits packages of its founder, CEO and largest shareholder.
• Representing the special litigation committee of the largest home developer in Florida and conducting an investigation of shareholder demands with respect to building practices and building code compliance called into public and private question as a result of vast hurricane damage to various Florida communities.
• Representing the largest utility holding company in Florida and acting as the company’s counsel in a special litigation committee investigation of shareholder demands with respect to a US$900 million write-off of assets obtained in a diversification effort by a former CEO.
• Representing the special committee of the board of directors of Simula, Inc. in connection with corporate governance disputes involving the company’s founder, and eventually in the sale of the company to Armor Holdings, Inc.
• Representing the board of a FTSE 250 company on its anti-bribery procedures and protocols.
• Providing board training on directors’ duties and regulatory matters under UK law to boards of quoted and AIM-listed companies and the UK subsidiaries of US companies.
• Representing an AIM-listed company in relation to alleged market abuse and an investigation by the Financial Services Authority.