Corporate Governance

Due to Enron and other corporate scandals, corporate governance practices are under increased scrutiny. Companies, not-for-profit entities and management face increasing pressure to review their governance structures, to comply with regulatory oversight, and to attract and protect the highest quality executives and directors. Schenck, Price, Smith & King maintains a specialized practice to provide guidance to its clients in this rapidly changing area of law.

The Corporate Governance Practice Group is comprised of experienced corporate and litigation attorneys who provide a multi-disciplinary approach to address the needs of public and private corporations, as well as their directors, officers, committees, and trustees. Directors, whether serving on audit committees or in other roles, face an ever-increasing burden of meeting their fiduciary obligations and complying with federal and state law. Executives face the challenges associated with communicating with their boards and shareholders in an effective manner. Our Corporate Governance Practice Group advises clients, whether companies or individuals, regarding compliance with the Sarbanes-Oxley Act, the statutes and regulations administered by the S.E.C., and the rules of the national securities exchanges. As a result of the enactment of the Sarbanes-Oxley Act, we have counseled affected clients of the new obligations for fair disclosure, corporate governance, and higher standards of conduct.

Along with the new challenges facing businesses in today's environment of heightened scrutiny and disclosure, directors, committees and management are subject to new liabilities and risks. Our Corporate Governance Practice Group advises our clients regarding the adequacy of D&O insurance policies, by-law provisions regarding corporate indemnification, and the adequacy of internal governance practices. Because our clients include both businesses and their directors and officers, we provide advice regarding matching D&O policies with a company's indemnification obligations. We also provide guidance to directors regarding their fiduciary obligations and the Business Judgment Rule. We can also assist our clients in performing their increased responsibilities regarding independent investigations, evaluating complaints from "whistle-blowers", and reacting to inquiries from oversight agencies.

Our Corporate Governance Practice Group has developed processes to assess the adequacy of corporate policies and procedures. We review corporate documents, policies and practices, committee structures, evaluate and develop committee charters, and advise our clients on best practices. Our governance reviews also assess executive compensation issues. Our review programs are customized to meet the individual needs of the client and designed to help our client avoid litigation, whenever possible.

Chaired by Sidney A. Sayovitz, formerly Senior Vice President and General Counsel of a public company on NASDAQ, the corporate governance group strives to advise our clients on the latest developments in regulatory oversight, whether initiated by the S.E.C. or any of the national securities exchanges. Our multi-disciplinary group with attorneys from both our Business Organizations and Litigation Departments provide legal services to the corporation, its committees, management and directors. We carefully monitor the new obligations placed upon business and non-profit entities as those obligations may result in significant potential liability, both to the organization and to the individuals. This area of law is exceedingly complex and rapidly changing. Our group is committed to providing our clients with the highest degree of professional services.

For Additional Information Contact Sidney A. Sayovitz