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Because of evolving laws and regulations, coupled with increased scrutiny into corporate governance and compensation practices, publicly traded corporations, privately held entities and their individual executives and directors are facing a more complex environment from even a year ago. Lawyers in Sidley’s Corporate Governance practice are sought out for sophisticated advice and counsel on the full spectrum of issues they face.


Corporate Governance

Our team regularly advises corporate management, boards of directors and board committees on a wide variety of corporate governance matters, including corporate responsibility, fiduciary duties, board oversight responsibilities, financial disclosure, legal compliance and issues arising under Sarbanes-Oxley and the Dodd-Frank legislation. 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.

Executive Compensation

We counsel our clients with respect to all aspects of compensation arrangements, including disclosure, equity-based incentive and bonus plan design, employment and severance agreements and deferred compensation. We assist our clients in complying with regulations issued by the Securities and Exchange Commission and self-regulatory organizations (i.e., the New York Stock Exchange and NASDAQ) governing matters such as executive compensation disclosure, shareholder approval requirements, transactions in company stock by officers and directors and short-swing liability. We have extensive experience in advising on the tax aspects of compensation arrangements, including Section 409A of the Internal Revenue Code. We also advise on executive compensation matters arising in connection with merger and acquisition transactions, such as the treatment in these transactions of stock options and other equity-based awards, and the implementation of change-in-control agreements and the payment of benefits under these agreements.