Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

The reforms mandated by Sarbanes-Oxley and the related listing standards of the major exchanges thrust the issue of corporate governance to the top of many corporate agendas. It continues to command the attention of directors, senior management and stockholders, as well as academics, as corporations wrestle with the question of what governance structure makes the most sense.

Sullivan & Cromwell has long been recognized as a leader in corporate law. Our experience and familiarity with the issues that dominate the corporate governance debate allow us to give tailored advice on "best practices" - recognizing that this is not an area where one size fits all - advising corporations on shareholder relations and their boards of directors on risk management in the changing environment.

We believe no law firm has a more thorough understanding of the Sarbanes-Oxley Act and its implications than Sullivan & Cromwell.* We have actively participated in the rulemaking and interpretation of the Sarbanes-Oxley Act rules. For example, the Firm routinely submits comment letters to the SEC regarding SEC proposed rules, offering suggestions for their improvement, including attention to potential conflicts with the laws of jurisdictions where our clients are based. Our lawyers have coordinated with other international law firms to reach common interpretive positions with respect to certain complicated and sensitive areas of the rules, such as loans to executive officers and directors.

We have actively and closely assisted clients to adapt to the new corporate governance and disclosure regime through:

• Client memoranda immediately notifying clients of the content and potential impact of any rulemaking developments
• Reviewing existing client practices and disclosures and advising specifically on the options available to achieve compliance with the new rules
• Drafting and/or revising corporate governance materials, including disclosure controls and procedures, audit committee policies and codes of ethics in light of the new SEC rules
• Making presentations and participating in meetings of senior management, boards of directors and board committees to explain the new rules and propose possible ways of compliance in light of the client's particular circumstances
• Making presentations to boards of directors with respect to risk management in the post Sarbanes-Oxley environment
• Advising boards of directors on how to deal with shareholder demands relating to corporate governance practices, such as majority voting, rights plans and staggered boards.

* S&C partner John T. Bostelman is the author of The Sarbanes-Oxley Deskbook (New York: PLI, 2003).

Practice Contacts

John T. Bostelman
New York
P +1-212-558-4000
F +1-212-558-3588
bostelmanj@sullcrom.com

James C. Morphy
New York
P +1-212-558-4000
F +1-212-558-3588
morphyj@sullcrom.com