Corporate Governance, Compliance & Investigations

Porter Hedges corporate attorneys provide a full range of advice on corporate governance and compliance matters, as well as assisting with internal and external investigations as may be required by boards of directors, federal or state regulatory agencies, or other entities.

Corporate Governance

Corporate governance matters on which we counsel clients include:

• Composition and procedures of boards of directors and committees, including the enhanced role of audit committees
• Development of board committee charters, governance guidelines, codes of conduct, and other corporate programs, policies, and procedures
• “Best practices” for boards, committees, and individual directors and officers
• Director and officer fiduciary duties and responsibilities
• The board's oversight function
• Executive compensation

Compliance Counseling and Preparation

Our lawyers counsel clients on compliance with the full spectrum of applicable state and federal laws and regulatory requirements. These may include, among many others:

• The disclosure requirements of SOX, the SEC, and the various stock exchanges
• Preparation and filing of periodic and other reports on Forms 10-K, 10-Q, 8-K, 20-F, 11-K, and any required certifications in connection with those filings
• Compliance with state and federal laws regarding committee charters and operations
• Preparation for annual meetings, including preparing proxy statements and annual reports and providing counsel regarding shareholder proposals
• Compliance with the Foreign Corrupt Practices Act
• Public disclosure of material developments and transactions
• Compliance related to tax, employment, environmental, and hundreds of other legal and regulatory

Internal and External Investigations

General counsels, CEOs, and board committee members regularly consult with Porter Hedges about their general corporate practices, fiduciary responsibilities, and many other issues that can arise in the context of internal investigations. For example, where white collar crime may be concerned, Porter Hedges attorneys are intimately familiar with the necessary steps to investigate allegations such as internal and external fraud, stock option backdating, shareholder derivative suits, insider trading, securities fraud, Foreign Corrupt Practices Act (FCPA) violations, CFTC violations, or RICO Act violations, and more.

We have also represented numerous companies in pre-merger investigations by the Department of Justice and Federal Trade Commission in a wide variety of industries, including energy, chemical, financial services, and food and beverage.