COZEN O'CONNOR | The Confidence to Proceed

Corporate Governance & Compliance

Barry Boss
Contact
(202) 912-4818
Richard J. Busis
Contact
(215) 665-2756

Overview

In the rapidly evolving area of corporate governance and compliance, institutions and individuals must keep abreast of regulatory and related administrative obligations. The firm's corporate governance attorneys continually monitor developments in this area to assist public reporting companies, broker-dealers, limited partnerships, investment companies, investment advisers, shareholders, directors and the like with all of their regulation and compliance problems. Our attorneys have extensive experience in the representation of audit, compensation, governance and independent director and special litigation committees, NASDAQ and stock exchange listing and delisting matters and control contests, handling numerous corporate governance disputes, in addition to advising officers and directors on fiduciary responsibilities and obligations and corporate governance issues.

In addition, in today’s environment, there has been an unprecedented focus on corporate wrongdoing. Ferreting out corporate white-collar fraud in the wake of Enron and other scandals has become a top priority for governmental agencies including the Department of Justice, the SEC and many state Attorney Generals. If a governmental agency turns its attention to your company, it is critical that the company have in place a compliance program to deter and to detect criminal conduct that comports with the criteria set forth in the United States Sentencing Guidelines. Prosecutors and regulators will evaluate your company’s compliance program against those standards in determining whether or not to prosecute a corporation at all as opposed to perhaps just prosecuting the individual employees who engaged in illegal activity. The guidelines require, among other things, that the company periodically review and update its compliance program.

WE CAN HELP

Designing and implementing compliance programs for clients to discover and deter failures to heed regulations, is one of the key components of what our practice does. With our extensive experience in integrating corporate governance/securities law compliance with other regulatory strictures and operational requirements, we can quickly assist our clients with the following.

  • Analyzing existing governance structures
  • Developing governance programs
  • Creating internal controls, disclosure controls, procedures and policies
  • Developing charters for board committees, principles of corporate governance
  • Creating codes of conduct and whistleblower policies
  • Counseling on board and committee composition and duties
  • Assessing risks and establishing compliance and training programs
  • Consult on reporting and executive compensation issues
  • Create a compliance program that accounts for your company’s specific risks and needs in accordance with the criteria set forth by the United States Sentencing Commission

OUR EXPERIENCE

Under Delaware, Pennsylvania, New Jersey and other states’ laws, we have successfully represented a slate of directors of a pharmaceutical company with operations in the United States and Europe in response to a shareholder’s attempt to remove them. Our attorneys also tried to judgment a director’s claim for indemnity arising out of an underlying action she commenced, and have represented many companies in defending challenges to mergers, acquisitions or divestitures. We have responded to numerous shareholder inspection demands, including those submitted as a precursor to a derivative complaint. We also handled Desantis v. Autolend Group, Inc., Court of Chancery of New Castle County, Delaware, in a shareholder derivative and class action.

In 2004, the United States Sentencing Commission published guidelines for corporate compliance programs. These criteria have become the “gold standard” against which a company’s compliance program will be measured. Our attorneys have been involved with the Sentencing Commission for many years and are well-versed with these guidelines. We have helped numerous companies draft compliance programs and revise existing programs.

SERVICES WE PROVIDE

Cozen O'Connor attorneys have substantial experience in corporate governance and disclosure law, employment law, and in avoiding civil and criminal liability. With numerous offices across the country and internationally, our attorneys can draw on the deep experience of other attorneys in the firm’s related practices, directors and officers responsibilities and liability, privacy law and regulations, Sarbanes-Oxley and white collar and complex criminal defense, ensuring our clients have the best representation possible to handle their corporate governance and compliance matters.