Corporate Governance

Key Contacts

David H. Kistenbroker

Partner Chicago +1 312 646 5811

Geoffrey R.T. Kenyon

Partner Boston +1 617 728 7126

William G. Lawlor

Partner Philadelphia +1 215 994 2823

Counseling companies and stakeholders to ensure compliance, business integrity and long-term success

Dechert’s corporate governance practice helps clients, including boards of directors, committees, public and private companies and other stakeholders, succeed in today’s intense regulatory environment as they work to balance competing interests and meet long-term business goals.

Our lawyers go well beyond helping clients meet customary disclosure and reporting obligations. We know how to navigate complex and delicate interrelationships and team dynamics among the board, management, shareholders and regulators to ensure that governance obligations, legal and regulatory requirements and exchange rules are met. Clients rely on us to guide them through all these areas with a practical, business-oriented approach.

Diverse representation in transactional, regulatory and litigation contexts

The corporate governance practice operates across Dechert’s powerhouse M&A, private equity, hedge fund, financial services, white collar and securities litigation, executive compensation and creditors’ rights practices, all recognized by U.S. and international ranking organizations and publications as top-tier practices. The team collaborates on a full range of critical governance issues — including identifying and managing conflicts, transaction planning and structuring, shareholder engagement, activist pressure, proxy contests and anti-takeover defense, succession planning and leadership structure, public disclosure and financial reporting obligations, regulatory compliance and risk management and mitigation, internal investigations, litigation, enforcement actions and whistleblower claims.

The corporate governance team has built an extraordinarily diverse clientele and aggregate of experience over the years. The result: our lawyers understand every constituent’s role, position andinterests. Every client benefits from their full-circle knowledge and insights.

In the post Sarbanes-Oxley and Dodd-Frank environment, Dechert advises on:

Compliance with U.S. federal and state, U.K. and other securities, governance anti-corruption and other laws, regulations and exchange rulesBest practices, procedures, codes of conduct, compliance policies and other programsLeadership structureBoard and committee composition and the election processBoard oversightFiduciary duties and responsibilitiesLegal requirements relating to financial reporting and accounting practices and internal controlsInterested party transactionsExecutive compensation, benefits and employment agreements, including alignment of compensation practicesManagement succession, continuity and evaluation

The team includes SEC alumni whose strong working relationships with key players in the regulatory community reinforce Dechert as a source of well-informed securities and governance counsel.

Dechert lawyers are adept at identifying and managing conflicts.  Guided by the latest legal developments, we advise on procedural and structural techniques that avoid or mitigate the effects of conflicts.  These techniques reduce execution and litigation risk and enhance opportunities for transaction success.

RISK MANAGEMENT AND MITIGATION

TRANSACTION PLANNING AND STRUCTURING

INTERNAL INVESTIGATIONS

Our lawyers conduct internal investigations that address shareholder demands and agency actions, and help minimize liability risks, government enforcement actions and derivative and other litigation. Through our investigations, we resolve critical concerns like whether to disclose findings, waive privilege or take remedial measures.

In addition to representing public and private companies and funds, the firm has a robust practice representing institutional and other shareholders in these companies and funds.  Thisgives us insight into issues from all perspectives and enables us to guide the parties to a resolution before a potentially serious adversarial situation becomes a lasting problem.

We also help companies contend with today’s increased shareholder activism. We assist clients with developing, communicating and executing their vision and strategy. We counsel on ways to defend against and negotiate with activists and other dissidents, including ways tode-escalate and resolve threatened or actual proxy battles and hostile takeover attempts.

The corporate governance team advises on:

Responsibilities of boards of directors/boards of trustees, committees and officersStakeholder interestsForward-thinking compliance programsRisk management and internal controlsDisclosure requirements and transparencyFinancial reportingShareholder relationsCodes of ethical conductCompensation issuesAudit and special committeesInternal and outside investigationsCorporate citizenshipPerformance measurements

We serve as outside counsel to many public and private companies and funds and know the complex regulatory environment in which they operate. We advise on:

Regulatory and compliance matters under the U.S. Securities and Exchange Commission (SEC) and U.S. stock exchanges.Disclosure matters related to reporting obligations and securities offerings under the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934. =

SHAREHOLDER RELATIONS AND ACTIVISM, PROXY CONTESTS AND TAKEOVER DEFENSE

SECURITIES REGULATION AND COMPLIANCE

Investment Company Act of 1940 and the Investment Advisers Act of 1940 matters for investment companies, advisers and broker-dealers.Compliance matters under the Financial Conduct Authority (FCA) in the United Kingdom, the UK Listing Authority (UKLA) and the London Stock Exchange as well as the regulatory authorities in other leading financial centers. 

Our litigators defend officers, directors and trustees of public and private companies and funds, audit committees and special committees in securities, derivative, civil fraud and disclosure and corporate governance actions. We have defended clients facing allegations of breach of fiduciary duties, failure to implement or oversee internal controls, usurpation of corporate opportunities and wrongdoing in connection with mergers and acquisitions, controlling and minority shareholder matters and executive compensation.

Dechert’s litigators also defend clients in investigations and enforcement actions by the U.S. Securities and Exchange Commission (SEC), U.S. Commodity Futures Trading Commission (CFTC), Financial Conduct Authority (FCA) and other government agencies regarding insider trading, money laundering, corruption, securities fraud, accounting irregularities, stock marketmanipulation, tax fraud, and whistleblower claims under the federal False Claims Act, Sarbanes-Oxley Act, state whistleblower statutes and the Dodd-Frank Act.

Related Professionals

LITIGATION, ENFORCEMENT ACTIONS, AND WHITE COLLAR AND WHISTLEBLOWER DEFENSE

JOHN E. ALESSI

AssociateBostonT +1 617 728 7186

DAVID L. ANSELL

Senior CounselWashington, D.C.T +1 202 261 3433

EMMANUELLE BENVENUTI

AssociateParisT +33 1 57 57 80 32

CAROLINE BLACK

PartnerLondonT +44 20 7184 7543

Related Practice Areas

Bankruptcy and Creditors' Rights Litigation

White Collar Defense and Investigations

Employee Benefits and Executive Compensation

Financial Services and Investment Management

Mergers and Acquisitions

M&A Litigation

View All Related Professionals

DR. MARKUS P. BOLSINGER LL.M.

PartnerNew YorkT +1 212 698 3628MunichT +49 89 2121 6309

CATHERINE BOTTICELLI

PartnerWashington, D.C.T +1 202 261 3368