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Practice/Industry Group Overview
Good Corporate Governance Equals Good Business
Corporate governance has become a concern beyond boardrooms and executive suites as vivid details have emerged of companies that failed to protect the interests of shareholders, employees, creditors, and customers. The attorneys in Saul Ewing's Corporate Governance Practice Group help our clients construct and implement practices and procedures that can enable them to avoid such devastating situations. If a crisis situation should develop, our attorneys are uniquely situated to assist clients in responding in a manner that will minimize disruption to the business and harm to the client.
Broadly Based Experience and Knowledge
Saul Ewing is experienced in various phases of corporate governance. Services we provide include advice in matters involving the fiduciary responsibilities of directors and officers; crisis management; financial reporting; management succession; mergers and acquisitions; proxy contests; divestitures; and compliance programs. We advise clients to be proactive in responding to federal and state laws, including the newer, more stringent requirements of the Sarbanes-Oxley Act and listing standards of the various national exchanges.
We also know how to design procedures to prevent potential conflicts between the interests of the corporation and its officers and directors. For example, our attorneys are experienced in advising board committees comprised of independent directors on interested director and control transactions. Our attorneys also regularly counsel clients in connection with internal investigations relating to potential misconduct by corporate officers and employees.
Advising Nonprofit Organizations and Private Companies
Though recent attention has been directed toward corporate governance in publicly held companies, privately owned firms and nonprofit organizations are subject to the same state laws and fiduciary obligations which govern conduct by officers and directors. Many of our nonprofit and private company clients have decided to adopt standards of corporate governance and internal controls and procedures analogous to those followed by public companies.
Prepared to Litigate to Protect Our Clients
While we make every effort to avoid litigation, if the actions of a company or its directors or officers are challenged by third parties, Saul Ewing is well-prepared to defend the lawsuit. Our attorneys include Practice Co-Chair Timothy E. Hoeffner, who has represented, among others, Enron Corporation and Sotheby's Inc. in securities and ERISA class actions and currently represents the former Chairman of the board and several former Directors of Cendant Corporation in litigation related to the company's disclosure of alleged accounting irregularities. We are also experienced in responding to inquiries by the Securities and Exchange Commission and other government agencies.
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