Corporate Governance

Katten attorneys have been advising boards of directors, their audit and other committees, and individual directors for decades. Our Corporate Governance Practice unites attorneys from diverse practices across the firm. Because of our own board service, we have an insight into the director role that enables us to more effectively counsel other directors. We are extremely active in representing audit committees and special committees in derivative litigation, acquisition and sale proposals, and going private transactions. We also represent board committees charged with overseeing internal corporate investigations and dealing with governmental investigations, including those by the Securities and Exchange Commission, Department of Justice and the Federal Trade Commission.

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:

• Director training and education
• Corporate governance audits, review and counseling
• Counseling regarding compliance with changing legal and regulatory requirements affecting directors and officers
• Advising exempt organizations on Form 990 governance implications and related best practices
• Service as independent advisors to boards, independent directors and committees
• Due diligence reviews on behalf of boards
• Special committee advisory work in going private and other related-party transactions
• Advising independent fiduciaries in employee stock ownership plan (ESOP) transactions
• Internal investigations
• Governmental and other regulatory investigations
• Special litigation committee representation and related matters
• D&O insurance and indemnification policy reviews
• Advising regarding the relationship of the independent auditor
• Counseling the compensation committee on executive compensation
• Special counsel to audit, compensation and nominating committees
• Counseling retirement plan investment committees and other internal fiduciaries on their ERISA fiduciary duties

Professionals