By understanding our clients' operations and internal structures, Polsinelli’s Securities & Corporate Finance attorneys regularly provide boards of directors, their committees, executive officers, and advisers practical advice and best practices for addressing complicated compliance issues and sensitive governance matters.

Our team works closely with corporate leadership to provide relevant counsel geared expressly toward aligning business activity with corporate governance requirements and the company’s goals. Our Corporate Governance and Listed Company Compliance team provides guidance on a broad range of governance matters, including:

Board Structure

  • Advising on composition of the board and planning for succession
  • Assisting in conducting searches for directors and nominating directors
  • Establishing on-boarding and off-boarding processes
  • Advising in the creation of board committees
  • Aiding in communications with investors, outside auditors, compensation consultants, and other third-party advisers
  • Providing counsel regarding independence and conflicts of interest, including the need for special committees and their scope and duties
  • Counseling the board regarding its fiduciary duties and the full range of responses to indications of interest and other matters related to potential changes in corporate control (including proxy contests and hostile tender offers)

Training and Compliance

  • Holding annual re-training of board members on fiduciary duties, including in the context of mergers, acquisitions, and financings
  • Coordinating compliance and disclosures for the SEC and stock exchanges
  • Advising on processes for appointing officers, conducting peer reviews, and establishing executive compensation
  • Reviewing and advising in regard to evolving avenues for balancing corporate communication strategies, including social media alternatives, with Regulation FD compliance
  • Preparing for annual meetings of stockholders, including anticipation of potential issues

Organizational and Governing Documents

  • Maintaining state-of-the-art organizational and governing documents
  • Assisting in drafting and implementing corporate governance guidelines, whistleblower policies, and audit, compensation, and nomination committee charters
  • Establishing a code of conduct, insider trading policy, and Rule 10b5-1 plans
  • Promoting best practices in website disclosure and maintenance
  • Risk and Investigations
  • Overseeing risk-management obligations
  • Guiding in director and officer liability, indemnification agreements, and D&O insurance
  • Conducting internal investigations and investigations of whistleblower claims
  • Establishing procedures to respond to government inquiries
  • Counseling throughout the SEC review process