Covington has a leading practice in the area of advising public companies in corporate governance matters. We counsel corporations, boards, special committees, individual directors and shareholders in everything from questions of fiduciary duties, to governance audits, to internal investigations. Our corporate governance practice involves lawyers from our corporate, securities, SEC enforcement, white collar and insurance practices, a number of whom are acknowledged leaders in their field by clients and peers.
We frequently assist senior management and directors of public companies in corporate governance and compliance activities. This has involved advice on specific transactions or proceedings, ongoing assistance in the design and maintenance of governance policies and procedures and investigations of compliance related matters.
Thus, for instance, we have worked with independent directors to oversee business combination transactions and assess derivative litigation. We have counseled both executive officers and audit committees on auditor independence issues, required auditor communications, internal control over financial reporting, disclosure controls and procedures, internal audit and other compliance functions and whistleblower matters. Our governance attorneys regularly advise clients on issues arising under the Sarbanes-Oxley Act of 2002, stock exchange listing standards, board and board committee structure and composition, board committee charters, governance guidelines, codes of conduct, and other corporate compliance programs. We have assisted boards in developing and managing conflicts of interest policies and performing self-evaluations.
We have also worked with many public companies in the conduct of internal investigations, often in response to regulatory enforcement activities or issues arising from up-the-ladder reporting from auditors, attorneys or whistleblowers. Recently, we have been active with clients in their review of accounting, insider trading and option granting practices.
Representative Matters
- Counsel to audit committee of New York Stock Exchange.
- Kerr-McGee Corporation in its successful resistance to an effort by Carl C. Icahn to elect directors to the Kerr-McGee board.
- The Special Committee of Independent Directors of Adelphia Communications in its investigation of self-dealing by the Company’s controlling shareholders and improprieties in the Company’s financial reporting.
- Shareholder rights plans for public companies including JLG Industries, Calpine, United Natural Foods, Tronox and Chesapeake Utilities.
- Internal investigations and compliance reviews for a number of public companies regarding option granting practices.
- Danaher’s Committee of Independent Directors for a transaction with the Company’s principal shareholders.
|
|