Corporate Governance

Winston & Strawn has extensive experience advising boards of directors and independent committees to boards of directors in connection with corporate governance, transactions, investigations, and change-of-control issues. We assist clients with their corporate reporting and recordkeeping requirements, governance issues, regulatory compliance issues, board of directors’ fiduciary and legal responsibilities, and an array of other corporate management issues. We also participate in the preparation of governmental filings such as SEC reports and proxy statements.

With the passage of The Sarbanes-Oxley Act of 2002, the most far-reaching securities legislation passed since the New Deal, the responsibilities of officers and directors of public companies, and the corporate reporting obligations of these companies and of their outside auditors have changed significantly. Our attorneys are adept at counseling clients in connection with issues arising from the Act, as well as developing and implementing disclosure review processes that are consistent with their business and internal management and supervisory practices.

Issues on which we counsel our public clients include certification by CEOs and CFOs of periodic reports filed with the SEC; accelerated reporting of stock transactions by directors, officers, and large shareholders; prohibitions against personal loans from companies to directors and officers; new requirements for public companies’ audit committees; and the creation of public company accounting boards.  

Significant clients we regularly represent in this area include: Argosy Gaming Company, Cabot Microelectronics Corporation, Chicago Bridge & Iron Company N.V., DiamondCluster International, Inc., FMC Technologies, Inc., Graybar Electric Company, Inc., Hansen Natural Corporation, Lear Corporation, Plato Learning, Inc., Prime Group Realty Trust, Smurfit-Stone Container Corporation, and Stryker Corporation.

Our European attorneys play a significant role in and work closely with our U.S. attorneys in connection with our SOX counseling and training services. We are well versed in the rapidly evolving EU privacy regulations and their interplay with the substantive requirements of SOX. For example, we are counseling our clients with operations in France on the recently announced but highly nuanced and complicated withdrawal of CNIL’s prior objections to SOX whistleblower programs. In addition to SOX counseling, our European attorneys provide ongoing compliance with SEC and NYSE reporting obligations and advises clients regarding public disclosure obligations and corporate governance issues.