Corporate Governance

Overview

“noted for its expertise in corporate governance.”

Chambers USA 

Corporate management, boards of directors, and board committees operate today in an increasingly regulated and environment. Also, the challenging political environment brings with it uncertainty and major implications for corporate governance. It has never been more important for you to effectively engage with regulators, advisors, and shareholders to avoid the risk and burden brought about by weak or faulty governance.

Blank Rome’s corporate governance attorneys represent clients on an array of issues, from dealing with shareholder activists initiating hostile takeovers to conducting corporate governance audits. Our ultimate goal is to enable you to achieve your strategic objectives while managing your risk exposure. 

Corporate governance solutions are not a “one size fits all” proposition. Each company’s needs and goals are unique, and effective corporate governance requires understanding, analysis, coordination and creativity.

Our main focus is preventive—that is, focusing on avoiding problem situations by implementing a plan which represents best practices. However, because industry best practices continuously evolve and vary depending on a company’s industry and size, we stay abreast of trends in order to counsel you appropriately. 

We are often engaged by committees of the board of directors to serve as independent counsel. In these cases, there are typically many sensitive issues to be dealt with within the existing framework of a company’s governance structure. We work diligently to ensure the members of the committee fulfill their fiduciary duties, while being sensitive to the need to work collaboratively with other board members and the board as a whole to achieve the company’s business objectives.  

How We Can Help

  • state-of-the-art internal whistleblower and compliance policies
  • government regulatory investigations
  • enterprise risk analysis 
  • compliance with corporate governance-related provisions of the Dodd-Frank Act and the Sarbanes-Oxley Act and related SEC regulations
  • compliance with the exchange listing standards focused on corporate governance 
  • board education and self-evaluations
  • corporate governance trends and proposals initiated by Congress, the SEC, NYSE, NASDAQ, NYSE, AMEX, and independent groups
  • board and committee membership matters 
  • audit committee and compensation committee requirements and responsibilities
  • special committee issues 
  • internal and external investigations
  • executive compensation and succession issues 
  • codes of business conduct and ethics 
  • corporate governance guidelines
  • all aspects of corporate governance disclosures in SEC filings
  • compliance with fiduciary duty obligations under state corporate laws 
  • U.S. Sentencing Commission Guidelines 

What Sets Us Apart

  • For more than 20 years Blank Rome corporate attorneys have authored the “Audit Committees” portfolio for The Bureau of National Affairs, Inc., the most comprehensive work on the subject of audit committees available.
  • Blank Rome consistently ranks nationally as a “Top 10” firm specializing in corporate governance matters in the annual survey conducted by Directors & Boards magazine.
  • Blank Rome was named the “Top Law Firm for Corporate Governance” by The Legal Intelligencer as part of its Best Law Firm Corporate Practices contest.
  • Top national and state rankings for Corporate Law and M&A Law in U.S. News& World Report—Best Lawyers.
  • Blank Rome has been ranked top-tier in M&A Middle Market by the Legal 500, which states that the Firm is "extremely active in the purchase, sale, and combination of business entities.”
  • Blank Rome consistently ranks as a “Top 10” firm focusing on M&A matters in the annual survey conducted by Directors & Boards magazine.
  • Chambers USA 2017 ranks Blank Rome for its corporate/M&A work:
    • “a middle-market focused team advising clients on matters including public and private M&A, joint ventures and securities offerings.”
    • “sophisticated Corporate/M&A practice receives much client praise for its ‘outstanding service and dynamic, entrepreneurial approach.’”
    • “(Focusing) in midmarket transactional matters… The group wins widespread praise for its excellent service and ‘strong talented lawyers who respond instantaneously. ‘Sources also admire the practice because it ‘truly values and invests in its relationships with clients’”
  • Blank Rome has recently been named “Best Corporate Governance Law firm in Pennsylvania” by The Legal Intelligencer.
  • Our attorneys are well-known for “writing the book” on corporate governance best practices, such as The Complete Going Public Handbook: Everything You Need to Know to Turn a Private Enterprise into a Publicly-Traded Company by Partner Frederick M. Lipman.

Team

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