Corporate Governance & Counseling

We have extensive experience representing boards of directors, special committees, audit committees and individual board members in addressing corporate governance issues. This representation often involves potential conflict of interest transactions, potential accounting irregularities or investigations into potential misconduct by management.

Our lawyers help clients analyze existing policies and procedures and develop and implement improvements necessary to comply with the Sarbanes-Oxley Act, related rules and regulations of the SEC and listing standards proposed by NYSE and NASDAQ. We advise on many governance issues, including:

• Independence of board members
• Board of Directors – general duties and responsibilities
• Audit Committee responsibilities, policies and practices
• Compensation Committee responsibilities, policies and practices
• Nominating/Governance Committee responsibilities, policies and practices
• Practices to support officer certifications
• Disclosure obligations
• Insider trading policies and Section 16 compliance
• Whistleblower policies
• Codes of conduct and compliance policies
• Internal investigations, involving our White Collar team, as needed

Corporate Counseling

Locke Lord’s corporate lawyers regularly serve as outside general counsel for both public and private company clients. Our middle market clients frequently utilize these services because we bring experience and valuable judgment with our knowledge of their legal matters. We partner closely with our clients to gain in-depth understanding of their business operations and objectives and apply that knowledge efficiently. We provide day-to-day counseling on a variety of legal issues in the business context and, when the need arises, we tap into our Firm’s deep bench strength to provide practical and innovative solutions. We advise on all matters affecting our clients’ business operations, from issues involving corporate structuring to commercial contracts. Many of our lawyers have previously served in various capacities for in-house legal departments spanning industries such as energy, insurance, financial services, technology, media and telecommunications, manufacturing and health care, among others.