Willkie’s Corporate Governance practice provides timely and practical corporate governance advice to management teams and boards of directors of some of the largest companies in the world. We assist in strategic planning and ongoing compliance, and respond rapidly to crisis situations as they arise. Our team includes former senior staff members from the U.S. Securities and Exchange Commission (including the former General Counsel, the former head of the cyber and crypto units in the Division of Enforcement, the former Assistant Director of the Division of Enforcement and the former head of the investment management unit in the Division of Enforcement), the U.S. Commodity and Futures Trading Commission (including the former Chairman), the U.S. Department of Justice and many other federal and state regulatory agencies.

The Corporate Governance practice draws on the strengths of many different practice groups across the firm—including in capital markets, mergers and acquisitions, shareholder activism, private equity, litigation, government investigations, cyber and data security, executive compensation and employee benefits, and ESG—to provide clients with cross-disciplinary advice on all aspects of corporate governance. We counsel clients on, among other things:

  • developing and implementing an overall, customized corporate governance plan meeting applicable regulatory requirements (including ESG requirements) and applying best practices to empower enterprises to succeed
  • crisis management, including cybersecurity (as discussed below), accounting restatements and whistleblower complaints
  • cybersecurity, including disclosure issues, internal reporting procedures and global incident planning and response and investigations
  • governmental and internal investigations
  • compliance with SEC, other federal and U.S. state, U.K. Financial Conduct Authority and listing authority regulations
  • stock exchange listing issues
  • director and officer fiduciary duties
  • shareholder relations and activism, proxy contests and takeover defense
  • executive compensation and employee benefit plans, as well as “say on pay” votes
  • other annual general meeting, special general meeting and proxy matters, including voting policies of proxy advisory firms and governance ratings of such firms
  • board structure and operation, including the evaluation process and independence requirements
  • management succession issues
  • preparation of codes of ethics and other corporate governance policies
  • whistleblower procedures
  • takeover readiness
  • SEC and FCA rulemaking agenda
  • share repurchase issues, including Rule 10b5-1 plans and U.K. Market Abuse Regulation issues

Members of our team serve as frequent authors and presenters on these topics. Examples of these writings are available on the Publications page on this website. We also post frequent updates to the Willkie Compliance Concourse, which provides practical guides on key laws, compliance and investigations, and insight on legal developments.

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