Covington’s corporate governance practice works with public companies and tax-exempt and not-for-profit organizations. We counsel entities and their governing bodies and executives on the process and procedures of governance. This ranges from fiduciary duty questions, to governance structures, to advice on specific transactions, compliance and best practices.
Covington’s corporate governance practice involves advising entities, boards, committees, and individual directors, trustees and executive officers in a variety of corporate governance and strategy matters. This covers matters such as succession planning, compliance policies, management disputes, conflict of interest situations, governance policies, fiduciary duties, executive evaluation and compensation, board education and crisis management. We conduct periodic reviews to assist boards and officers in carrying out their duties. This has included governance audits or internal investigations, often in response to third party or government concerns.
We counsel clients on the interplay between corporate law and the expanding body of federal law covering governance of participants in the US, UK and European capital markets, such as board committees, independent directors, financial advisors, and independent auditors. We have worked with investors and other market participants in analysis of corporate governance issues involving public companies, including in responding to regulatory initiatives such as proposed rulemaking.
Our experience includes analyzing internal governance procedures and controls as well as developing governance structures and advising on compliance with evolving best practices standards for tax-exempt and not-for-profit organizations. We have particular expertise in issues relating to the personal liability of directors and officers and legislation that seeks to “extend Sarbanes-Oxley” to not-for-profit organizations.
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