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Practice Overview

Corporate Governance and Board Advisory

Boards of directors and senior management regularly call upon Cravath’s highly skilled and experienced securities regulatory team in connection with their most sensitive matters. These engagements range from prospective counseling on risk management, disclosure or other compliance matters, to guiding companies through restatement of their financial statements, to fact‑finding exercises with respect to potential violations of laws or regulations or shareholder demands, and to managing the client’s responses to investigations and enforcement actions by the SEC and other governmental authorities and related private litigation. For its acclaimed performance and reputation, U.S. News‑Best Lawyers’ “Best Law Firms” ranked Cravath as a top‑tier New York firm for corporate governance from 2011 through 2019.

Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.

Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (FCPA) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. In light of recent market conditions, we have also been actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.

We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:

  • assisting senior management and the board in fulfilling their respective duties while benefiting from all available legal protections;
  • responding to and negotiating with all the branches of the SEC and with other enforcement agencies (such as U.S. Attorneys, the DOJ and state attorneys general);
  • working with the client’s independent auditor and audit committee to resolve potential accounting issues;
  • handling disclosure in a manner that is both responsive to applicable legal requirements and sensitive to the concerns of investors, employees and the media;
  • conducting internal investigations to determine relevant facts quickly and accurately;
  • working with existing and potential financing sources; and
  • handling any civil litigation that may arise in these cases.

Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.