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    Home /  Practices /  General Practice /  Corporate Governance

    Corporate Governance

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    Corporate governance represents an increasingly complex and critical area of focus for public companies. As boards of directors and management teams consider governance policies, they must also ensure that they protect long-term shareholder value and retain the flexibility to deal with takeover attempts and activist campaigns.

    S&C’s cross-disciplinary teams—which include lawyers from our preeminent M&A, capital markets, executive compensation, takeover defense and activism, corporate governance litigation, cybersecurity and corporate investigations practice areas—offer the experience and insight to assist clients in effectively addressing these goals. In extraordinary situations, we can also field a crisis management team that is skilled in navigating the rapidly shifting complexities that can arise.

    In every area of corporate governance—from ordinary course disclosures to extraordinary activist campaigns—we offer market-leading expertise honed from decades of experience.


    Reporting and Disclosure

    We have unparalleled experience with SEC reporting obligations and disclosure requirements. Our lawyers were instrumental in the drafting and development of the Securities Act of 1933, Securities Exchange Act of 1934 and Investment Company Act of 1940, and we remain one of the most experienced law firms in matters before the SEC.

    Shareholder Activism

    Shareholder activism can be extraordinarily disruptive if not handled with appropriate care. We look beyond a simple defense strategy, and design a holistic approach, providing clients with a “playbook” for success that draws expertise from across S&C’s practice areas. Defense tactics that provide short-term relief are only part of the solution, as successful outcomes must be measured over the long term. We also partner with clients to respond to shareholder proposals and demands, and regularly work with issuers to craft no action letters and opposition statements in relation to shareholder proposals.

    Governance Policies and Practices

    With a pragmatic commercial perspective that avoids needless technicalities, we help clients analyze existing practices and disclosures, including those relating to director independence, diversity and executive compensation, among other matters. We’re at the forefront of regulatory developments and actively participate in the rulemaking for and interpretation of the governance and disclosure-related rules of the SEC, the CFTC, the NYSE and NASDAQ and in the broader dialogue on developing market practices.

    S&C partners have authored the Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements, a comprehensive treatise on governance and disclosure reforms for legal and accounting professionals.

    Corporate Purpose and Sustainability

    With the increased focus on corporate purpose and sustainability, we bring a sophisticated and nuanced approach to assist with business planning and shareholder engagement. In each case, our cross-disciplinary teams find tailored solutions that strike the right balance, depending on our client’s unique situation. Our work includes:

    • advising boards on fiduciary duties and best practices for overseeing corporate purpose, sustainability and ESG matters, including climate change, cyber risks, workforce and board diversity, and human capital management and providing related advice on board committee structures and agendas;
    • developing effective messaging for use in connection with institutional investor and proxy advisor engagement initiatives and voting guidelines; and
    • advising companies and boards on how to deal with shareholder demands and proxy proposals, such as proposals related to ESG, majority voting, proxy access, rights plans, special meeting requests and staggered boards.

    Executive Compensation

    Our executive compensation practice has been a recognized leader for more than 20 years, representing companies in their most significant matters, including in extraordinary corporate events, in the context of transition and succession planning, and in a regular advisory role. We have built deep relationships with public companies, their directors and executives on multiple levels, with advice regularly encompassing business structure, corporate governance, securities, disclosure and tax considerations.

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    Spotlight

    2023 Corporate Governance Developments

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    2023 Proxy Season Review

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    Matt Hurd, Melissa Sawyer and Scott Crofton Co-Author Chapter in Chambers Corporate Governance Guide 2023

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    Sarah Payne, John Savva, Diane McGimsey and Jay Clayton Speak at 28th Annual Stanford Directors’ College

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    Frank Aquila Authors Practical Law Column on Antitrust Considerations for Boards Responding to Shareholder Activism

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    • Rankings and Recognitions
    • News
    • Publications, Videos and Podcasts
    • Practice Contacts
    • Related Practices
    Rankings and Recognitions

    Rankings and Recognitions

    • Melissa Sawyer and Jeff Wall Elected to American Law Institute

      July 28, 2022
    • Dalia Blass Named ‘ESG Distinguished Adviser’ in Financier Worldwide’s 2023 Power Players List

      July 28, 2023
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    News

    News

    • Melissa Sawyer Discusses ESG-Related Shareholder Proposals with Law.com

      August 11, 2023
    • Jay Clayton Speaks at University of Chicago Booth School of Business and Financial Times’ ‘Unpacking ESG’ Event

      July 5, 2023
    • Sarah Payne, John Savva, Diane McGimsey and Jay Clayton Speak at 28th Annual Stanford Directors’ College

      June 26–28, 2023
    • Marc Treviño, Michelle Chen and Alex LePore Author Law360 Article on Financial Stability Board Report on Trends in Climate-Related Compensation Practices

      May 22, 2023
    • Matt Friestedt and Julia Paranyuk Author M&A Lawyer Article on Section 280G Gross Ups in Mergers & Acquisitions

      May 4, 2023
    • Frank Aquila Authors Practical Law Column on Antitrust Considerations for Boards Responding to Shareholder Activism

      April 6, 2023
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    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • Melissa Sawyer, Heather Coleman and June Hu Present Webinar on Lessons From the 2023 Proxy Season and Trends for 2024

      Webinars |  September 18, 2023
    • 2023 Corporate Governance Developments

      Emerging Issues |  September 7, 2023
    • 2023 Corporate Governance Developments

      S&C Memos |  September 7, 2023
    • 2023 Proxy Season Review: Part 2

      S&C Memos |  September 5, 2023
    • Frank Aquila and Lauren Boehmke Co-Author Chapter for The Shareholder Rights and Activism Review

      Articles |  August 22, 2023
    • Federal Trade Commission Expands Scope of Clayton Act’s Prohibition on Interlocking Directorates

      S&C Memos |  August 17, 2023
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    Practice Contacts

    Practice Contacts

    H. Rodgin Cohen Headshot Photo
    H. Rodgin Cohen
    New York
    +1-212-558-4000
    Email
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    Melissa Sawyer Headshot Photo
    Melissa Sawyer
    New York
    +1-212-558-4243
    Email
    vCard
    Marc Treviño Headshot Photo
    Marc Treviño
    New York
    +1-212-558-4239
    Email
    vCard
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    Related Practices

    Related Practices

    • Capital Markets
    • Commercial Real Estate
    • Credit & Leveraged Finance
    • Environmental Transactions
    • Environmental, Social and Governance (ESG)
    • Executive Compensation
    • Financial Services
    • Foreign Investments and Trade Regulations
    • General Practice
    • Intellectual Property & Technology Transactions
    • Mergers & Acquisitions
    • Project Development & Finance
    • Restructuring
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