Corporate Governance

Corporate governance and compliance with securities laws and regulations have never been more important. Proper governance and regulatory compliance are critical to maintaining investor confidence and the integrity of business operations. The vast majority of corporate officers and directors act responsibly and ethically, but in times of increased regulation and enforcement, even a seemingly minor oversight can carry significant potential liability.

Pepper is experienced in advising corporations and their officers and directors about governance issues, regulatory compliance and similar matters. We represent full boards of directors, board committees (including audit committees and special committees), individual directors, CEOs and other executives, and investors. Our experience includes:

  • issues involving board composition and structure, including membership qualifications, nominating procedures, committee structures and duties, and similar matters
  • advice to boards, individual directors and corporate executives about fiduciary duties, disclosure and reporting requirements, and other obligations
  • advice about fiduciary duties arising from insolvency or financial difficulties
  • developing and implementing ethics policies and related programs to prevent and detect violations of law
  • counseling regarding the disclosure controls and internal controls required by federal securities laws and regulations
  • internal investigations
  • responding to SEC investigations
  • advice regarding management succession, and compensation and benefits for executives and directors
  • employment policies, including “whistleblower” protection policies required by the Sarbanes-Oxley Act of 2002
  • conflict-of-interest and change-of-control matters, including mergers, proxy contests and takeover bids
  • compliance with the Sarbanes-Oxley Act of 2002 and related SEC regulations
  • advice regarding NYSE/FINRA corporate governance requirements
  • advice on handling shareholder proposals under the Securities Exchange Act of 1934 and state corporate law, including Delaware law
  • shareholder derivative litigation.

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