Corporate Responsibility

McDermott Will & Emery's Corporate Responsibility Group consists of experienced partners who advise clients on corporate governance and compliance standards and procedures, U.S. Securities and Exchange Commission (SEC) reporting and other disclosure obligations, listing requirements for the NYSE, Nasdaq and other exchanges and corporate risk assessment and management. Our Group also represents clients before administrative boards and in federal and state courts of all levels in the event proceedings are threatened or arise, including parallel criminal and civil proceedings when necessary.

We act as the general advisor on governance matters for public company clients and multinational corporations, including Fortune 100 and 500 companies, and we also handle special assignments for boards of directors and their audit, compensation, governance, nominating and other committees. We understand that the corporate responsibility issues facing companies are complex and require the consideration of numerous legal and business factors. With the recent enactment of the Sarbanes-Oxley Act of 2002, which imposes even higher standards and more responsibilities on corporate officers and directors as well as stricter oversight of auditors, the issue of corporate responsibility takes on unprecedented importance for public companies and their directors, officers and auditors. We have a thorough understanding of this new law and the regulations being created under it, and we provide clients with the corporate guidance necessary for compliance. Our Group includes lawyers with expertise from various practice areas, including corporate, securities, executive compensation, professional liability, insurance, trial and white collar criminal defense.

Our services include a broad range of compliance advice, guidelines, suggested best practices, and checklists and analyses of policies and procedures. We advise boards, directors and officers on their fiduciary duties and provide compliance check-ups to detect and prevent violations. Our clients rely on our guidance to establish effective methods of monitoring policy implementation and communicate up-to-date company policies to all employees¾ a key defense against liability. We are also experienced at conducting internal corporate investigations into various types of alleged or suspected misconduct.

Our securities and white-collar defense lawyers represent various types of clients, including public companies and their officers and directors, broker-dealers, issuers and investment advisers, in numerous matters arising out of alleged lapses of corporate responsibilities, including formal and informal civil and criminal investigations and administrative proceedings. We have extensive experience with allegations of improper earnings management, false financial statements, insider trading, fraud and disclosure failures. We are knowledgeable about the SEC's rules, practices and customs, and we are familiar with its Division of Enforcement, Division of Corporate Finance and Office of General Counsel. Our lawyers have had substantial success in deterring enforcement proceedings through the "Wells Submission" process, a process in which we have persuaded the SEC either not to take any action against our clients or to reduce the nature and scope of the charges, including the elimination of fraud-based charges. We also represent companies and their officers and directors in class and derivative actions. We offer broad experience in mediating and arbitrating private disputes and were among the first law firm members of the CPR Institute for Dispute Resolution.

Our experience also includes advising companies, boards and compensation committees regarding employment agreements, severance arrangements, stock options, incentive compensation and other elements of executive compensation for publicly held, privately held and not-for-profit corporations. We also advise boards and compensation committees on fiduciary duties under corporate law and ERISA, including obligations with respect to employer stock, pension funding, delegation of fiduciary responsibility, bankruptcy-related matters and corporate opportunity issues. We advise clients on reporting and disclosing executive pay, transactions with executives and directors and responding to executive compensation proposals in connection with proxy statements.

Several Group members have worked at the upper levels of corporate management, including holding positions as senior executives and general counsel at major corporations. Others have served as senior federal prosecutors for a variety of U.S. Attorneys' Offices and as senior staff members of the SEC. Our Group includes lawyers who serve or have served as chairs of American Bar Association sections, securities bar association committees and litigation and enforcement sub-committees.