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Practice Overview

Board and Officer Representation

Cravath advises boards, board committees, directors and company executives in connection with our clients’ most difficult governance issues. Cravath lawyers have substantial boardroom experience in a wide variety of challenging circumstances, including crisis management, governmental and internal investigations, accounting and executive compensation issues and shareholder demands and other high stakes litigation. In addition, we are often involved working side by side with boards on mergers and acquisitions, proxy contests and many other situations requiring the attention of senior decision‑makers.

Within the past few years alone, we have handled matters involving potential violations of the Foreign Corrupt Practices Act; “best price” and other Medicaid regulations and anti‑kickback rules applicable to the pharmaceutical industry; potential accounting problems; auditor and director independence issues; and instances of potential executive misconduct. During the recent financial crisis, we have been particularly active in advising boards and board committees of financial institutions and other companies facing enormous business and legal challenges.

In these and other contexts—and for companies large and small—we regularly assist directors and senior management in fulfilling their fiduciary duties and availing themselves of all possible legal protections. At the same time, our attorneys pride themselves on 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.