The Sarbanes-Oxley Act of 2002 and other new corporate governance requirements have drastically changed the way companies "and their leaders" operate. In fact, while focused on public companies, Sarbanes-Oxley has become a baseline governance test for private businesses as well as not-for-profits. Lawyers, accountants, and other consultants who advise management must understand and be constantly aware of the ethical minefields confronting those who simultaneously counsel boards and executive teams.
Nexsen Pruet's corporate governance group provides a comprehensive range of services to boards of directors, board committees (such as audit and compensation) individual directors and special committees. Our team includes two attorneys who not only have served as corporate directors, but collectively have served as CEO's for nearly a dozen companies.
The practice group provides independent fact-finding and legal analysis with attorney-client confidentiality in circumstances where the interests of board, management, inside and outside counsel potentially conflict. In this role we provide ongoing and independent advice with respect to director fiduciary responsibilities, and serve as special counsel in the evaluation and negotiation of change of control or conflict of interest transactions. In circumstances of internal crisis or scandal, we represent the board or its committees in its conduct of an investigation, the report of its findings, and the taking of remedial action where appropriate.
Because the responsibilities of directors are complex and the issues confronting them far-ranging, the corporate governance practice group is comprised of an interdisciplinary team of attorneys drawn from the corporate, securities, tax, finance, insurance, administrative and regulatory, employee benefits, employment and labor, environmental, antitrust and unfair competition, creditor-debtor rights and bankruptcy, mergers and acquisitions, intellectual property, real estate and litigation practices.