Corporate Responsibility and Governance
Director and officer responsibilities have grown substantially in the new millennium, as the U.S. Congress, the U.S. Securities and Exchange Commission (SEC) and other regulators have imposed new rules that carry much greater potential liability. McDermott Will & Emery’s Corporate Responsibility & Governance Group is sensitive to this new environment and has extensive experience guiding clients through these regulatory regimes.
Consisting of partners who advise clients on various matters, including corporate governance and compliance standards and procedures, SEC reporting and other disclosure obligations, listing requirements and corporate risk assessment and management, we understand that the corporate responsibility issues facing companies are complex and require consideration of numerous legal and business factors. We act as the general advisor on governance matters for public company clients 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.
With the enactment of the Sarbanes-Oxley Act of 2002, which imposed 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 law and the regulations being created under it, and we provide clients with the corporate guidance necessary for compliance. We routinely advise our clients on matters related to compliance with Sarbanes-Oxley, as well as compliance with stock market listing standards. We recognize that Sarbanes-Oxley affects different companies in different ways. Consequently, we do not take a cookie-cutter approach; instead we focus on how Sarbanes-Oxley affects each client in its particular situation and tailor our legal guidance accordingly.
Our clients are provided with a range of services, from compliance advice to inquiry and investigation responses to enforcement proceedings defense. Our Group includes lawyers with experience from various practice areas, including Corporate, Securities, Executive Compensation, Professional Responsibility, Insurance, Trial, SEC Defense and White-Collar Criminal Defense. Several of our attorneys 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. We are knowledgeable about the SEC's rules, practices and customs, and regularly are in contact with its Division of Enforcement, Division of Corporation 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.
Contacts
- Gordon A. Greenberg
+1 310 551 9398
Send E-mail - Thomas J. Murphy
+1 312 984 2069
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