Corporate and Governance
Our lawyers have broad and deep experience guiding clients through evolving U.S. and overseas regulation and best practices in board operation, director responsibilities and shareholder relations, as well as the practical application of these standards in the context of specific business activity – whether securities offerings, M&A transactions, internal investigations or initiatives of shareholder activists, including proxy contests.
We believe that the best way to avoid a corporate governance crisis is to anticipate it. We maintain an ongoing dialogue with our clients to assess their risks and opportunities in the context of dynamic markets and shifting regulatory currents. The breadth of our client base – including some of the world’s largest enterprises as well as emerging companies, and cutting across all industries and geographies – is a source of leverage for us that benefits all of our clients.
DISCLOSURE AND REGULATORY INSIGHT
We advise our clients on all types of disclosure matters, including the complex and often sensitive issues surrounding governance and executive compensation reporting requirements. Our lawyers regularly interact with the SEC, NYSE, Nasdaq and other regulators to gain the latest insights and interpretations and to stay ahead of evolving trends. We are also often involved in the shaping of governance policies through formal and informal communication with regulators.
GOVERNANCE REVIEWS AND ADVICE
We conduct periodic reviews for many of our clients to ensure that their governance documents and policies continue to reflect the board’s best judgment in light of evolving regulations and best practices. Our governance reviews typically include an examination of the charter and bylaws, board governance guidelines and policies, committee structure and charters, board and committee responsibilities, board information flow and director education practices, all in the context of the latest governance and takeover developments. We work with management, boards and board committees on these issues.
Our corporate practice covers a broad range of transactional and advisory work. With corporate lawyers in the financial capital of the world, New York, we handle domestic, cross-border, and international matters worldwide. Our past clients include, investment and retail banks, venture-backed companies, private equity, hedge, corporate venture, and other investment funds and sponsors and corporate boards and committees.
From a practical standpoint, we work with our clients to provide them with a complete range of services including corporate formation, trademarks, copyrights, contract negotiations, and EIN identification and tax consultations. We can assist you with selection of the best choice of entity for your business in order to maximize the benefits and minimize the risks to you and your business. In the process of selection or formation of your entity, we will assist you in identifying, managing, and solving the legal issues that may impact your new business entity, including issues related to antitrust laws, corporate governance, employee benefits, executive compensation, information technology, intellectual property, and tax matters.
Our corporate governance lawyers regularly counsel members of the board of directors, the board as a whole and senior executives on the full range of corporate governance issues that confront companies and their leadership, including:
- Board structure and composition
- Duties of independent board chair or independent lead director
- Board committee structure and composition and board committee charters
- Board and board committee evaluation and self-evaluation processes
- Enterprise risk identification and risk management
- Senior executive and director compensation policies and planning
- Representation of boards and board committees
- Evolving trends and best practices for corporate governance, including review and updating of charter and bylaws
BANKING AND FINANCILA INSTITUTIONS
Our attorneys have advised many of the largest and most systemically significant U.S. and non-U.S. banking entities in the world on the full range of banking, securities and related regulatory matters. We are actively advising clients on the legislative developments and the unfolding regulatory implementation for financial markets in the United States.
Our attorneys have worked on many of the key products used widely in today’s structured finance markets. We specialize in analyzing the complexities of new transactions envisioned by our clients so that we can draw a blueprint to help our clients reach their goals. Our insight and experience often let us craft simple solutions to complex problems, and our resolve allows us to deliver thoughtful and effective solutions even when the answer is far from simple.
Our real estate practice is diversified and global, spanning the full range of transaction types, regions and asset classes. We have advised on some of the high profile real estate acquisitions, dispositions, joint ventures, financings and restructurings. We consider ourselves a pioneer in real estate law across the globe, providing a wide range of domestic and foreign clients with practical and novel solutions to their business needs.
KEY PRACTICE AREAS
- Acquisitions and Dispositions. We advise clients on the purchase and sale of office, hotel, retail, industrial and mixed-use properties.
- Financings. We counsel clients on a variety of real estate financings, including acquisition and construction financings and refinancings; mezzanine loans; preferred equity; sale/leaseback financings; convertible and participating mortgage loans; and private and public offerings of debt instruments secured by real estate.
- Joint Ventures. We represent clients on the formation and structuring of joint ventures for the acquisition, development, financing and ownership of real estate.
- Commercial Leasing. We advise both landlords and tenants on commercial leases across the United States.
- Workouts. Our real estate team works closely with our insolvency and restructuring, litigation and credit lawyers on advising borrowers and lenders on all phases of distressed real estate loans, including recapitalizations and foreclosures.
- REITs. We advise investors on the formation of REITs. We also advise underwriters on both public and private offerings of REITs.