We advise boards and senior management on a broad range of governance matters, including crisis management, shareholder activism, proxy access, shareholder engagement, anti-takeover defenses, board structure and operations, shareholder proposals, executive and director compensation and director self-evaluations. Our lawyers include former SEC directors, former public company general counsel and board members and former federal prosecutors and senior government officials. Since 2003 we have published an annual Corporate Governance and Executive Compensation Survey, which examines the key governance structures and practices of 100 of the largest U.S. public companies.

We offer a full range of transactional support for clients involved in buying or selling a business, including structural analysis and due diligence, treatment of equity, retention and deal bonus design and implementation, on-boarding of management teams, establishment of new plans and post-closing integration and implementation.

We advise public corporations and private enterprises on the design of their executive compensation program with a deep understanding of applicable tax and securities laws. We assist clients with respect to all forms of equity compensation, including stock options, restricted stock and restricted stock units, performance shares, stock appreciation rights (SARs), profits interests, carried interest arrangements, hybrid rights and phantom equity structures, as well as ESPPs and ESOPs. We provide an integrated approach to implantation, covering all plan documentation and securities law compliance documents, including registration statements and prospectuses.

We work with our public issuer clients to ensure compliance with Sections 16 and 10b-5, as well as the periodic reporting requirements of the Exchange Act. Our clients also rely on us to advise them abreast of best practices with respect to risk-management, including clawback policies.

We regularly work with our clients on executive transitions, including negotiating and drafting employment and separation agreements.

We regularly counsel our clients on shareholder engagement with respect to their executive compensation program. We play an integral role in helping our clients draft the compensation portions of their annual proxies and ensure they are informed of both regulatory developments and matters of importance to key institutional investors and shareholder advisors.

Counsel employers, fund managers and other fiduciaries on ERISA fiduciary duties and prohibited transactions and represent our clients in negotiations with the PBGC.

Advise tax-exempt and governmental organizations on their unique compensation and benefits issues, including §403(b) and deferred compensation issues.

We work closely with our litigation team on internal investigations with respect to executive misconduct and regularly advise boards on how best to manage any actual or potential controversy.