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Our attorneys have wide-ranging experience over many years in the corporate governance arena. As a result of this expertise, our lawyers have been helping clients cope with the array of legislative and regulatory responses coming out of the U.S. Congress, the U.S. Securities and Exchange Commission and major U.S. stock exchanges.

Why Paul, Weiss

Paul, Weiss offers their clients a deep, experienced multidisciplinary approach to corporate governance. Our team includes a former counsel to two chairs of the U.S. Securities and Exchange Commission (SEC) and former Vice Chancellor of the Delaware Court of Chancery, Stephen Lamb, who is also a member of NYSE Euronext - Blue Ribbon Commission on Corporate Governance. We draw on these relationships and experiences to help our capital markets clients navigate the changing regulatory landscape, including the Dodd-Frank Act.

Our Practice

Our experience in corporate governance ranges from providing guidance on applicable securities laws and other regulatory regimes to assisting in the development of effective compliance programs. As part of our general representation of public company clients, we regularly prepare or review internal corporate policies addressing legal and governance matters. We also prepare more general codes of conduct and business ethics, and advise on the full range of relevant issues.

As part of our securities practice, we regularly provide counsel on compliance with, or the implications of, disclosure obligations and internal procedures for preparing public disclosure. With respect to our representation of private equity firms, hedge funds and other investors, we advise on best practices in the corporate governance area and the corporate governance implications of specific public company investments. We assist foreign entities concerning their obligations under the U.S. securities laws and trading in securities of the companies in which they are affiliated.

Public Company Compliance and Disclosure Obligations:

For public company clients, we provide counsel on the obligations of public reporting companies and other corporate governance matters. As part of our practice in this area, we:

  • review periodic reports and evaluate companies' disclosure obligations;
  • advise on the preparation of proxy statements for annual meetings as well as for special meetings, including those held to consider business combinations;
  • provide guidance to boards of directors and audit committees on their obligations under SEC regulations and stock exchange rules and advise boards in connection with self-assessment programs;
  • prepare or review internal corporate policies on public company obligations, disclosure controls and procedures, corporate communications, corporate governance, securities trading, document retention and financial analyst issues;
  • advise on the securities law implications of stock-based employee compensation plans, employee stock purchase plans, dividend reinvestment plans, stock repurchase programs and self-tender offers.

Special Committees:

Our attorneys have extensive experience in advising special committees in analyzing and negotiating proposed transactions and advising on their fiduciary duties and other legal issues. We have worked with many companies on advising them on the need for and creation of a special committee and we regularly represent the special committee once it is established.

Regulatory and Internal Board Investigations:

Our attorneys are frequently called upon to oversee the conduct of highly sensitive corporate ethics and governance investigations. Numerous major corporations have relied upon the firm's extensive experience in accounting and other internal investigations. We have also represented many audit committees in connection with investigations of alleged fraud, accounting irregularities and other regulatory issues.

We handle a wide variety of complex business, securities, financial services and corporate litigation, including trial and appellate practice, class actions, regulatory issues and contests for corporate control. Our Corporate and Litigation Departments work closely to advise clients on extraordinary corporate transactions with respect to issues of fiduciary duties of boards of directors and shareholder rights.

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