Over the past decade, a series of business and economic crises — and subsequent governmental responses — have significantly increased the scrutiny of and demands upon businesses with respect to corporate governance issues and compliance programs. In addition to the Sarbanes-Oxley Act of 2002 (legislation driven by highly publicized accounting scandals) and the Dodd-Frank Act of 2010 (a result of the financial services crisis that began in 2008), federal and state regulators have implemented complex and wide-ranging rules and regulations. Law enforcement agencies have ramped up their investigative and prosecutorial efforts, and shareholder groups and institutional shareholders are challenging governance and ethics practices at every turn.
Lawyers in Hunton & Williams LLP's corporate governance practice advise boards of directors, their audit and special committees, and senior executives on fiduciary duties, standards of conduct, independence and liability issues, accounting and reporting requirements, corporate social responsibility and ethics initiatives, and federal and state securities law compliance. Our lawyers have experience working for government regulators, including the Securities and Exchange Commission (SEC), Consumer Financial Protection Bureau and FINRA. We understand the complex, overlapping challenges facing public and private multinational corporations, middle-market companies and not-for-profit and charitable institutions, and focus on our clients' specific needs to develop and implement tailored, integrated compliance structures and programs for each organization and business.
Our lawyers are active members of the bar who speak regularly before industry groups and other associations and have written numerous articles and books on governance and compliance matters. We have decades-long relationships with corporate and institutional clients in a wide range of industries. This breadth of knowledge and experience enables us to apply best practices and provide legal counsel across a number of areas; among others, these include the following:
- Governance and compliance issues related to mergers, acquisitions and other major transactions
- Federal and state securities laws, including compliance with SEC regulations and disclosure matters in periodic reports and offering documents
- Conduct of shareholder meetings, strategic responses to shareholder proposals and rules concerning proxy statements and proxy solicitation
- Executive compensation, restricted stock issues and beneficial ownership reporting
- Legal issues concerning financial reporting, financial restatements, and related accounting and auditing matters
- Investor relations matters, including issues arising under SEC Regulation FD and Regulation G
- Review of corporate charters, bylaws, defensive measures and board governance policies
- New York Stock Exchange, Nasdaq and other stock exchange rules
- Department of Justice and state law-enforcement investigations and actions
- Employment agreements and employment issues involving senior executives
- Internal controls assessments and investigations, including investigations of whistleblower complaints and other sensitive matters
Compliance and ethics policies and programs must often address multiple areas of law and business simultaneously. We work closely with lawyers from the firm’s antitrust, employment, environmental, health care, privacy and other practices to deliver cross-disciplinary solutions for even the most complex matters.