Practice Areas & Industries: Roetzel & Andress, A Legal Professional Association

Practice/Industry Group Overview

Roetzel & Andress' attorneys regularly advise public and private companies regarding general, as well as complex, corporate governance issues.

For public companies, our attorneys work with the CEO, CFO, and the board of directors and its committees on compliance issues with the SEC, NYSE and NASDAQ corporate governance standards and compliance with the Sarbanes-Oxley Act of 2002, as well as state corporate law requirements. These can include dealing with independence, accounting, financial reporting, executive compensation and fiduciary issues.

Our attorneys have a particular focus on representing board committees in compliance with the Sarbanes-Oxley requirements, as well as assisting audit committees in independent investigations into various allegations, such as whistleblower claims. Our attorneys draw on the experience of our securities and litigation practices to carry out the investigation. For private companies, this includes corporate governance policies and formalities, which must be followed by corporations and other entities, by their governance bodies under state law and by its board of directors.

Disagreements among business owners, partners, directors, officers, and shareholders are a fact of business life. Our attorneys have experience in resolving corporate governance disputes and defending companies and individuals faced with allegations of misconduct.

Services Available

• Advise boards, directors and officers regarding fiduciary duties
• Advise boards, directors and officers regarding oversight and operational matters, compliance requirements and shareholder relations on an ongoing basis
• Represent boards or controlling shareholders in connection with minority shareholder rights matters
• Represent minority shareholders
• Provide regular legal advice to officers, directors and management to integrate internal operational controls and external legal compliance
• Provide legal audit services to review and strengthen legal compliance on a preventative basis
• Develop and monitor committees of the board on a regular basis and of management on special projects
• Draft and maintain current charters and policies of the board and respective board committees
• Attend board and committee meetings to advise on governance issues

Representative Matters

• Represented corporation and its board of directors in connection with relationship with shareholder holding 30% of outstanding voting stock, including oversight of cumulative voting process; advised corporation during period of approximately eight years of discord between majority ownership group and minority shareholder, including successful defense of two lawsuits commenced by minority shareholder. Ultimately negotiated agreement for purchase of stock of the minority shareholder.
• Represented public companies in drafting and implementing their corporate governance policies under the Sarbanes-Oxley Act.
• Represented public companies in drafting written charters for their audit, compensation, corporate governance and nominating committees.
• Represented public companies in drafting and implementing their corporate governance policies under the NYSE and NASDAQ listing rules.
• Represented public companies in conducting an analysis of risk areas and then drafting and implementing their corporate compliance programs to meet the federal sentencing guidelines.
• Represented public company in matter with NYSE regarding compliance with the NYSE corporate governance policies.
• Represented a public company's board of directors with regard to establishing a procedure to deal with a potential conflict of interest situation and breach of its Code of Conduct by one of its board members.
• Represented a public company's audit committee in the investigation, review and sanctioning of an employee of the company for a breach of its Code of Conduct.
• Represented public companies in dealing with dissident shareholders and shareholder proposals.
• Advised executive in a Sarbanes-Oxley whistleblower action against his former employer.
• Represented a public company in establishing a procedure to provide for the confidential voting by board members on certain conflict matters.
• Represented an audit committee in the conduct of an internal investigation and reporting to various regulatory agencies, including the U.S. Department of Justice and U.S. Securities and Exchange Commission.
• Represented outside members of board of directors of a privately-held company regarding corporate governance issues in light of Sarbanes-Oxley. Representation resulted in the termination of the chief executive officer.
• Represented a 50% shareholder in close corporation regarding corporate governance issues and litigation involving a shareholder dispute.
• Represented shareholders asserting cumulative voting rights and development of strategies for election of directors.
• Represented closely held corporation and advising boards of directors with regard to rights of minority shareholders.