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Corporate Governance
Katten attorneys have been advising boards of directors, their audit and other committees, and individual directors for decades. Katten’s Corporate Governance Practice unites attorneys from diverse practices across the firm:
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Corporate
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ERISA Fiduciaries
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Exempt Organizations
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Health Care
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Insurance and Risk Management
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Litigation and Dispute Resolution
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Mergers and Acquisitions
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Securities
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Securities Litigation
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White Collar Criminal and Civil Litigation
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Satisfying Increased Legal and Regulatory Obligations
Scrutiny of boards of directors—from shareholders and regulators—has never been more intense. Renewed emphasis on governance issues due to recent mega-failures and bailouts has led to significant new pending federal legislation and SEC rules, and changes in state corporate statutes. Public company boards must fulfill their oversight responsibilities under the Sarbanes-Oxley Act and related SEC and stock exchange governance rules and standards, plus the newest generation of governance laws, while also setting business strategy and advising management in a challenging environment. Private company and nonprofit boards are also expected to keep pace with evolving best practices standards. Increased responsibilities can lead to increased liability for boards and individual directors.
Recognizing the complexity of the challenges that directors face, Katten helps boards to successfully navigate their increased legal responsibilities as required to effectively achieve their business goals while managing their exposure to liability. Katten works with boards, directors and committees to design appropriate governance practices that proactively meet the challenges of the current environment and best practices. We offer a range of services tailored to meet our clients’ needs:
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Director training and education
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Corporate governance audits, review and counseling
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Counseling regarding compliance with changing legal and regulatory requirements affecting directors and officers
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Advising exempt organizations on Form 990 governance implications and related best practices
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Service as independent advisors to boards, independent directors and committees
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Due diligence reviews on behalf of boards
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Special committee advisory work in going private and other related-party transactions
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Advising independent fiduciaries in Employee Stock Ownership Plan (ESOP) transactions
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Internal investigations
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Governmental and other regulatory investigations
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Special litigation committee representation and related matters
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D&O insurance and indemnification policy reviews
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Advising regarding the relationship of the independent auditor
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Counseling the compensation committee on executive compensation
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Special counsel to audit, compensation and nominating committees
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Counseling retirement plan investment committees and other internal fiduciaries on their ERISA fiduciary duties
Professionals
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Chicago
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Chicago
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New York
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Chicago
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New York
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Los Angeles
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Chicago
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New York
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Chicago
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New York
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New York
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New York
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New York
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Chicago
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Chicago
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New York
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New York
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Chicago
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Chicago
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Los Angeles
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Los Angeles
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Chicago
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Chicago
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New York
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Washington, D.C.
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New York
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Los Angeles
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Chicago
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New York
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Chicago
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Chicago
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Washington, D.C.
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Chicago
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Chicago
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New York
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Washington, D.C.
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January 7, 2010
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August 5, 2009
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June 17, 2009
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February 2, 2009
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2008
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August 20, 2008
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October 31, 2007
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June 25, 2007
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May 31, 2007
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In 2007 Katten served as legal counsel to a Special Committee to the Board of Directors of Nuveen Investments Inc.
(NYSE:JNC), in connection with the evaluation and negotiation of Nuveen’s buyout offer from and sale to an investor group led by Madison Dearborn Partners LLC. Nuveen, a leading provider of diversified investment services to institutional and high-net-worth investors, is the largest U.S. manager of closed-end funds. The offer to acquire Nuveen was valued at $6.3 billion, including existing debt of $550 million, and was reported to be one of the largest buyouts of an asset manager.
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During 2006 and 2007 Katten served as legal counsel to a Special Committee of the Robert R. McCormick
Tribune Foundation, the second largest stockholder of the Tribune Company (NYSE:TRB), in connection with the auction of the Tribune Company and ultimate sale to an ESOP and affiliates of Sam Zell valued at approximately $8.2 billion. Tribune Company is the owner of the Chicago Tribune, Los Angeles Times, Chicago Cubs and numerous other broadcast and publishing companies.
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AFC Enterprises, Inc.
Katten was engaged as independent counsel to the Audit Committee of AFC Enterprises, Inc., the publicly held parent of Popeyes® Chicken & Biscuits. Our role expanded significantly when the Audit Committee learned that there would need to be a restatement of the company’s financial statements. The Audit Committee engaged Katten to conduct a comprehensive investigation of the company’s accounting practices and the circumstances surrounding the restatement.
We conducted a thorough, efficient investigation that included a review of the company’s accounting policies, internal controls, email communications and other corporate records relating to a three-year period, as well as interviews of corporate principals. Upon completion of the investigation, we concluded that the company had not intentionally misapplied accounting policies or committed fraud or intentional misconduct. We reported these conclusions to the Audit Committee, the Board of Directors, the company’s external auditors and NASDAQ. Thereafter, the company filed its restated financials with an unqualified certification from its external auditors; and NASDAQ—which had de-listed the company pending the completion of the investigation and the filing of restated financials—resumed trading the company’s stock. Since that time, Katten has continued to advise the Audit Committee regarding inter alia: disclosure issues, Securities and Exchange Commission issues, compliance with Section 404 requirements and shareholder litigation, which has now been resolved.
Throughout our representation of AFC Enterprises, Inc.’s Audit Committee, Katten has remained committed to fulfilling its responsibilities to the committee and maximizing shareholder value. As a result, the company was able to resume public trading of its stock, resolve its accounting issues and settle the shareholder litigation in a timely and satisfactory fashion. In turn, the company has been able to focus on its business strategy, divesting itself of certain business units and paying a large dividend to its shareholders ($12.00 per share in June 2005). The company’s stock price, following an initial dip, has recovered.
Katten’s representation of AFC Enterprises, Inc.’s Audit Committee highlights not only the breadth and depth of the firm’s knowledge and experience, but also our ability to serve the business as well as the legal needs of our clients.
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