Corporate Governance

Corporate governance has emerged and continues to evolve as a focal point of recent and dramatic business reforms in the United States.  It is also an increasingly contentious and high-profile arena in which stakeholders with competing agendas struggle for control over the strategic direction of an enterprise.  Alston & Bird’s corporate governance practice brings together some of our most experienced lawyers from our transactional, tax and litigation practices to provide practical advice navigating everything from routine compliance issues to proxy fights and board investigations.

EXPERIENCE

We routinely advise boards of directors and management with respect to compliance with their fiduciary obligations, updating corporate governance standards in response to shifting regulatory requirements, structuring complex management compensation programs designed to attract talent, and implementing, reviewing, or revising anti-takeover provisions appropriate to maximize long-term value for an enterprise.

EXTRAORDINARY EVENTS

In addition to helping clients with compliance, we are frequently asked to provide counsel in extraordinary events or transactions, including proxy contests for control of a board of directors; contentious shareholder proposals; special investigations by boards of directors or committees, whether instituted in response to internal allegations of wrongdoing or in connection with external investigations, civil or criminal; special committees to address conflicting interest transactions, including going-private proposals by management or controlling stockholders; and pursuit of, and defense against, hostile transactions.

DIVERSE BACKGROUNDS

Alston & Bird’s multidisciplinary corporate governance practice offers leading experts in the areas of state corporate law, securities regulation, executive compensation, internal investigations and compliance with exchange or other self-regulatory organization standards.  Our attorneys include the immediate past Chief of the Office of Mergers and Acquisitions of the Division of Corporation Finance and a former Principal Assistant Director of the Division of Enforcement of the Securities and Exchange Commission; a former Acting Associate Attorney General, Assistant Attorney General and Deputy Assistant Attorney General in the U.S. Department of Justice; two former U.S. Attorneys, several Assistant United States Attorneys, and a former Associate Counsel to the President of the United States;  and a member of the Advisory Board of the John L. Weinberg Center for Corporate Governance at the University of Delaware.

CHOOSING ALSTON & BIRD

Our lawyers provide practical advice designed to help clients balance competing expectations regarding the strategic direction of an enterprise, while ensuring compliance with legal and technical requirements.  Our expertise and familiarity with all aspects of corporate governance helps clients stay on the leading edge of “best practice” corporate governance, permitting them to focus on the more challenging goal of building a stronger and more vibrant business.