Corporate Governance
Corporate Governance
This group includes experienced attorneys from the requisite legal disciplines within the firm, who work together to strategize and create solutions for clients. Collectively, they bring the variety of skills and experience required to effective deal with the breadth of corporate governance issues clients face.
In today’s business environment, corporate governance spans a wide range of legal issues, from securities, ethics, and labor to benefits, criminal law, and more. This is why experience in corporate governance is as important as the law itself. Further, when issues are raised, they must be dealt with rapidly. Otherwise, the risk is high that the organization can be tainted and suffer a substantial cost with respect to numerous aspects of its business, including stock price, the ability to borrow, and the ability to attract and retain board members.
Our seasoned attorneys are fully prepared to address issues faced by publicly held, privately held, and non-profit organizations with the keen judgment that can only come from having worked extensively with these issues.
Experience
- Financial disclosure
- Insider dealing and ethical standards
- Increased responsibilities of CEOs, CFOs, and audit committees
- Increased responsibilities of attorneys and accountants
- Whistleblower rules and codes of conduct for employees
- Potential criminal liability
- "Who is your lawyer?" – a serious issue with the new rules
- Limits on employee benefits
- Fiduciary responsibility
Representative Disciplines
- Corporate and securities
- General business
- Ethics
- White collar crime
- Professional responsibility, including both law and accounting
- Labor
- Employee benefits law
- Charitable and non-profit organizations
- Litigation
Key Contacts
News & Resources
Updates to Beneficial Ownership Information Reporting Deadlines
FINCEN Updates to Beneficial Ownership Information Reporting Deadlines with most deadlines extended until mid-Januray 2025
January 1, 2025 Corporate Transparency Act Filing Deadline Reinstated by 5th Circuit
The 5th Circuit stayed a nationwide injunction barring enforcement of the Corporate Transparency Act (CTA), reinstating requirements for reporting companies to disclose information about beneficial owners to FinCEN, with filing deadlines varying by incorporation date, with most companies having a deadline of January 1, 2025, as part of efforts to enhance transparency and combat financial crimes.
Court Blocks Enforcement of Corporate Transparency Act as Filing Deadline Draws Near
On December 3, 2024, Judge Amos L. Mazzant III of the US District Court for the Eastern District of Texas issued a preliminary injunction blocking the US Treasury department from enforcing the Corporate Transparency Act also known as the CTA.
California Modifies its Climate Disclosure Rules
California has amended its climate disclosure rules with SB 219 regarding both carbon disclosure and financial risks associated with climate change.
FinCEN's New Corporate Transparency Act Guidance: Is Your Company Still Required to Report?
FinCEN clarifies that entities that cease to do business may still need to report under the Corporate Transparency Act.
California Senate Passes New Beneficial Ownership Disclosure Bill
California Senate approved SB 1201, requiring corporations and LLCs to publicly disclose beneficial owners from January 1, 2026. This expands federal Corporate Transparency Act rules and mandates biennial reporting of owners' names and addresses, accessible online.
Corporate Transparency Act: Is Your Company Exempt From Reporting?
The Corporate Transparency Act will require at least 32.6 million companies to register the company and its beneficial owners with FinCEN in 2025. This article discusses in brief the Act’s requirements and the qualifications of certain available exemptions from registration.
Delaware Supreme Court Affirms Ruling Regarding Multi-Class Votes
Delaware Supreme Court held that where a company has a multi-class capital structure, a separate class stockholder vote is not required to amend the corporate charter to adopt officer exculpation provisions because such an amendment does not “alter or change the powers, preferences, or special rights” of such classes adversely.
Understanding the Corporate Transparency Act
The Corporate Transparency Act requires reporting companies to disclose and file company information and that of its beneficial owners to the federal government (FinCEN). Fines and imprisonment apply for failure to comply.