Corporate Governance

Hughes Hubbard has decades of experience in counseling clients on corporate governance matters, providing us with a solid foundation for handling today’s rapidly changing requirements.  Our multidisciplinary team of corporate, securities, employee benefits and litigation attorneys possess a depth and breadth of knowledge well-suited for complex corporate governance matters.  Our expertise includes advising Boards of Directors, Board committees and management regarding:

• The Sarbanes-Oxley Act of 2002 and related SEC regulations
• NYSE/NASD corporate governance requirements
• Fiduciary duties
• Conflicts of interest
• Board Committee responsibilities and charters
• Codes of conduct
• Compensation and benefits for directors and officers
• SEC disclosure requirements
• Internal investigations
• SEC investigations
• Shareholder derivative actions
• Special considerations for not-for-profit companies

We have frequently advised audit committees in matters involving corporate financial statements and relationships with outside auditors.  Our substantial experience in representing public accounting firms, including three of the “Big Four” firms, has provided us with unique expertise in issues of accounting and financial statement requirements.

We have also represented many special committees of independent directors in matters involving related party transactions, internal investigations, governmental inquiries and shareholder litigation.

The following are some representative matters:

• We represented a major energy services company in matters relating to an SEC investigation and shareholder derivative and class action litigation stemming from alleged financial improprieties.
• We represented a special committee of directors of a NYSE-listed manufacturing company in an investigation of alleged accounting irregularities.
• We represented the audit committee of a Fortune 200 company in a review of the accounting treatment of a variety of contracts.
• We represented a special committee of directors of a Fortune 200 company in an investigation of alleged impropriety by management.
• We represented a major electric utility company in an internal investigation of alleged misuse of corporate funds by senior executives.
• We represented the audit committees of three Fortune 100 multinational corporations in separate investigations of alleged improper payments to foreign governmental officials.
• We represented a NYSE-listed European company in an internal investigation of alleged improper payments.
• We represented a special committee of directors of Delco Remy in a going private merger.
• We represented a special committee of directors of Electronic Retailing Systems in a going private transaction.
• We represented a special committee of directors of Net2Phone in the acquisition of a controlling interest by an AT&T-led consortium.
• We have represented many companies in creating charters for their audit, compensation and nominating committees.
• We have represented many companies in preparing corporate codes of conduct.