Corporate Governance
Balch & Bingham’s Corporate Governance practice area combines professionals from our Corporate & Securities, Securities Litigation, Employee Benefits & Executive Compensation and Labor & Employment practice areas to provide advice regarding the governance of public companies and the fast-developing responsibilities of their management and board of directors. Legislative reforms in recent years, including the Sarbanes-Oxley Act of 2002, rulemaking by the Securities and Exchange Commission and changes to the listing requirements of the NASDAQ, the American Stock Exchange and the New York Stock Exchange have made the need for sound information, insight and strategic guidance a necessity as never before.
We have developed a broad collection of memoranda and articles analyzing recent developments in the area of corporate governance. We also publish articles regarding major legislative and regulatory developments affecting corporate governance on a regular basis. Balch & Bingham LLP offers a wide variety of business planning and advisory services that span formation and organization of corporate governance matters.
Formation and Organization
The choices a company must make in its early stages can directly affect the growth prospects and potential prosperity of a new business. Our corporate and securities attorneys regularly advise start-up and existing small businesses, entrepreneurs and non-profit organizations on a wide range of legal matters, including entity formation and choice of entity counseling; contract negotiation and preparation; shareholder and partnership agreements; business acquisitions and sales; trademark and copyright advice, registration, and intellectual property licensing; corporate governance and compliance; tax-exempt applications and various other kinds of new business-related transactional legal work.
RELATED PRACTICES
RELATED EXPERIENCE
-
- Providing advice to boards of directors regarding their fiduciary duties, including conflicts of interest;
- Providing advice to boards of directors and their committees regarding governance and compliance matters, including governance structure of the board of directors and management, composition of the board of directors and its committees and independence of the members of the board of directors and its committees;
- Providing advice to boards of directors and their committees regarding their relationship with independent auditors, including audit and non-audit services provided and independence requirements;
- Providing advice to audit committees regarding various disclosure issues, including critical accounting policies, non-GAAP financial measures, off-balance sheet transactions and other changes in MD&A requirements;
- Developing and/or modifying governance documents to comply with current requirements and best practices, including corporate governance guidelines, charters for committees of the board of directors, codes of ethics and business conduct and whistleblower provisions;
- Developing and documenting disclosure controls and procedures pursuant to the Sarbanes-Oxley Act of 2002, including advice regarding certifications by chief executive officers and chief financial officers;
- Providing advice regarding director and executive compensation plans, including planning, structuring and compliance issues;
- Providing advice regarding whistleblower and other claims, including investigations regarding complaints of corporate fraud, retaliation and other policy violations;
- Conducting internal investigations by companies and board of directors; and
- Defending securities fraud lawsuits, including shareholder directive actions.