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Practice Overview

Corporate Governance and Board Advisory

We view governance—the process by which high‑level personnel make their most important and sensitive business judgments—as an integral part of virtually every assignment we take on. Cravath’s experience in providing counsel to some of the world’s most powerful corporations and their boards of directors has led to the development of a highly skilled and experienced corporate governance and general corporate advisory practice.

During the recent financial crisis, we provided corporate governance advice to numerous clients facing difficult choices and evaluating complex and often unprecedented transactions under tight time frames. Our clients in this area have included the independent directors or boards of directors of many of the largest companies in the world. We represent boards of directors and companies in connection with crisis management, governmental investigations, accounting issues and many other situations involving complex governance matters.

In these and other contexts, we regularly assist directors and senior management in fulfilling their fiduciary duties and availing themselves of all possible legal protections. We also regularly advise clients in connection with SEC and NYSE compliance and other corporate governance matters. These engagements range from advice to clients on their periodic reports and related public disclosure issues, to Sarbanes‑Oxley compliance, to advice on proxy statement issues, including responses to shareholders’ proposals and executive compensation disclosure.