Overview
As part of Maynard Nexsen’s Corporate Practice, the Firm provides a full range of advice on corporate governance and related issues, including advising clients on governance and compliance matters under the Dodd-Frank Act, the JOBS Act, and the Sarbanes-Oxley Act. We also counsel clients on compliance with applicable legal and regulatory requirements of the Securities and Exchange Commission, the New York Stock Exchange, the Nasdaq Stock Market, and other applicable state and federal laws.
Corporate Governance matters for which the Firm provides advice include:
- The composition and procedures of boards of directors and board committees, including the enhanced role of audit committees
- Environmental, social and governance (ESG) and sustainability reporting and disclosures, we well as ESP program development and implementation
- The board's oversight function
- Best practices for boards, committees, individual directors, and officers
- Development of board committee charters
- Governance guidelines, codes of conduct, and other corporate programs, policies, and procedures
- Corporate governance-related disclosure requirements
- Self-evaluation systems
- Director and officer fiduciary duties and responsibilities
- CEO/CFO certifications
- Executive compensation
- Compliance with legal and ethical requirements, including rules relating to attorneys who represent companies before the SEC
Our attorneys also advise clients regarding governance in the context of:
- Duties of directors in change in control transactions
- Executive officer and director succession and transitions
- Financial reporting irregularities
- Internal investigations, including those by special committees of boards of directors
- Auditor independence
Maynard Nexsen closely monitors and advises clients on evolving best practices and on corporate governance proposals put forth by Congress, the SEC, the stock exchanges, proxy advisory firms (such as ISS), and independent policy groups such as the Business Roundtable and the Conference Board Commission on Public Trust and Private Enterprise.