Corporate Governance and Compliance
Sidley's Corporate Governance and Compliance practice regularly advises corporate management, boards of directors and board committees on a wide variety of corporate governance matters, including corporate responsibility, financial disclosure, legal compliance, fiduciary duties, board oversight responsibilities and issues arising under Sarbanes-Oxley. Our advice relates to the procedural aspects as well as the legal consequences of corporate and securities transactions and other corporate actions, including takeover defenses, proxy contests, SEC filings and disclosure issues, stock option issues and general corporate law matters. Depending on the client, such work may also involve counsel regarding a wide range of business actions and responses - mixing legal issues with sound, practical advice.
Our broad client base allows us to provide advice regarding best practices and trends in such matters as directors’ and officers’ responsibilities, board and committee practices, disclosure controls and procedures, internal controls, executive compensation and other matters. A substantial number of our publicly-traded clients are NYSE listed; accordingly, we are familiar with all aspects of the NYSE listing requirements, including matters relating to director independence, audit committees, shareholder approval and other governance matters.
We have experience with respect to proposals submitted by shareholders under Rule 14a-8, focusing on negotiations with shareholder proponents, filings with the SEC and the likely reaction of institutional investors and their advisors, such as Institutional Shareholder Services (ISS). Proposals that we have addressed in recent years include those relating to anti-takeover defenses, executive compensation and the voting standard to be used for the election of directors. A number of our lawyers have relationships with ISS, the Corporate Library and other advocacy groups.
The depth of our
Securities practice allows us to advise clients on highly focused corporate law matters quickly and efficiently. Although we have extensive experience in the corporate laws of the jurisdictions in which our U.S. offices are located, our heavy concentration of publicly traded clients requires an intimate knowledge of Delaware corporate law as well. As part of our corporate practice, including our work in the capital markets, securitization, tax and bankruptcy areas, we frequently deal with questions of parent-subsidiary relationships and structuring inter-company transactions in a variety of jurisdictions, both within and without the U.S.
