Corporate Governance & Securities Regulation

With decades of experience representing clients from a broad spectrum of sectors, ArentFox Schiff provides critical, cross-disciplinary legal counsel to corporations and their officers, boards of directors, special board committees, and individual directors on bet-the-company matters. Our lawyers are dedicated to addressing issues with a practical perspective and an efficient team.

ArentFox Schiff regularly advises on a broad range of securities activities, including corporate compliance and governance programs, and the group offers a specialized focus on board committee representation and internal investigations. The group provides counsel on the preparation and review of periodic reports filed with the Securities and Exchange Commission and serves as general securities counsel to a number of NYSE and Nasdaq listed companies.

The group’s experienced lawyers cover a wide range of disciplines, including corporate, securities regulation, litigation, tax, executive compensation, and employment.

Our Work

ArentFox Schiff focuses its counsel on:

• Corporate governance and disclosure-related obligations under the Dodd-Frank Act, the Sarbanes-Oxley Act, and applicable stock exchange rules.
• Preparing, revising and updating governance and compliance materials, including bylaws, committee charters, codes of ethics, and compliance policies.
• Acting as independent counsel to board committees, compliance officers and internal auditors.
• Conducting internal investigations for boards, board committees and general counsel.
• Reviewing terms of directors’ and officers’ liability insurance coverage.

Examples of our recent corporate governance and compliance matters include:

• Assisting the audit committee of a New York Stock Exchange-listed company in compliance with SEC corporate governance rules and NYSE listing rules.
• Assisting a nationally recognized pension plan administrator in complying with the pension fund blackout period provisions of the Sarbanes-Oxley Act.
• Establishing a compliance program for a major construction company.
• Assisting with Foreign Corrupt Practices Act issues in a joint venture energy project.
• Conducting an investigation of insider trading allegations for the audit committee of a Nasdaq listed company.