Corporate Governance

When it comes to governance, we help clients manage

• Board governance, training, and oversight
• Developing and communicating business expectations
• Inculcating a culture of ethical conduct and compliance
• Reporting and communications – internal and external
• Risk management
• Setting tone at the top
• Stockholder considerations

Nelson Mullins’ approach:  practical business sense, deep experience, focus on solutions

• Former in-house counsel, general counsel, and company compliance and executive officers
• Government regulators and enforcement attorneys
• Corporate and association board member perspectives
• Industry association leadership, networks, and insights
• Range of industry experience and inside understanding of internal business dynamics and the importance of corporate culture
• Broad Nelson Mullins practice platform across multiple practice areas to serve range of legal needs

Clients span industry sectors, including

• Automotive & Transportation
• Business Services
• Consumer Products & Retail
• Banking & Financial Services
• Healthcare
• Life Sciences
• Manufacturing
• Pharmaceuticals & Medical Device
• Real Estate
• Technology, including FinTech

Nelson Mullins helps boards effectively execute corporate oversight

Nelson Mullins’ corporate attorneys bring practical perspectives and insights to help companies create board oversight functions, educate board members on current developments in applicable law, evaluate board effectiveness, and adopt policies for board refreshment and diversity.  As trusted advisors to boards, we

• Assess special situations and craft solutions to stockholder matters
• Address accounting issues, regulatory requirements, and restatements, and
• Advise on brand and reputational risk matters, including data breach response, allegations involving fraud or breach of fiduciary duties, and significant potential litigation 

Our corporate governance services help you

• Develop and adopt charters for your audit, compensation, nominating and governance, and other board committees
• Create and implement corporate governance guidelines and codes of ethics
• Comply with the governance requirements of stock exchanges, including the NYSE, NASDAQ, and the NYSE MKT
• Comply with the governance requirements of the Sarbanes-Oxley Act
• Advise directors and officers regarding their fiduciary duties
• Enhance your relations with your stockholders, including dealing with stockholder activists and stockholder advisory firms
• Implement and enhance your disclosure controls and procedures
• Determine whether current and prospective directors are independent, and make any required or appropriate disclosures in that regard,
• Address conflicts of interest and related person transactions by officers and directors
• Adopt and manage “whistleblower” policies
• Plan for your annual stockholder meetings
• Develop and oversee compliance and risk management programs
• Conduct and set strategy for internal investigations
• Establish and implement training programs designed to educate your board members and workforce on governance expectations and requirements
• Address situations that require the formation of a special committee

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

• Implemented charters for numerous public and private companies, including financial institutions, pre-IPO companies, and larger private companies
• Assisted public companies in developing and implementing compensation plans, and in drafting the required public disclosures
• Reviewed and enhanced takeover preparedness for numerous public companies
• Represented special committees of public company boards formed to address merger or acquisition transactions with a controlling stockholder or with a third party, including transactions in which a controlling stockholder was offered disparate treatment
• Negotiated and settled campaigns by activist investors
• Advised public companies and activists regarding contested elections of public company directors
• Successfully advised clients in obtaining changes in board vote recommendations by ISS and Glass Lewis
• Advised client regarding several years of accounting restatements in the midst of a sale of control transaction, including negotiations with the prior accountant and the SEC’s Office of the Chief Accountant
• Advised boards and audit committees with respect to material whistleblower complaints