Corporate Governance Lawyer
Today’s rapidly evolving business environment, heightened disclosure requirements, increased regulatory scrutiny, and rigorous enforcement practices have put companies under immense pressure to implement consistently up-to-date corporate governance and compliance programs.
When companies fall short, they risk facing corporate governance issues, making it all the more vital for businesses in New York to seek proactive legal advice to ensure that corporate governance matters and disputes are meticulously and adequately addressed.
At Fridman Law Firm, our corporate governance practice is comprehensive, and we advise both public and private companies in every aspect of corporate governance and board issues, mixing legal issues with sound, practical counsel. Our multidisciplinary team of corporate law attorneys regularly advises corporate management, boards of directors, independent directors, and board committees in a variety of corporate governance matters, including board oversight responsibilities, fiduciary duties, proxy access, legal compliance, and issues arising under the Dodd-Frank Act and Sarbanes-Oxley legislation.
The depth of our corporate practice allows us to advise our clients — whether they are asset managers, entrepreneurs, financial institutions, or private or public institutional investors — on avoiding problematic situations by implementing a plan that represents the best corporate governance practices and policies. Working with our experienced and talented corporate governance legal team can help your company learn to navigate the increasingly complex maze of regulatory challenges, avoid potential disruptions, and reduce the risk of criminal or civil liability within your corporation.
Contact Fridman Law Firm by calling 212-262-9823 or completing our online contact form for a confidential consultation and learn more about our corporate governance practice.
What Is Corporate Governance?
Corporate governance describes the processes, policies, customs, rules, and relationships that direct and control how a company manages its internal decision-making and relations with management, shareholders, financiers, customers, employees, the community, the government, and other stakeholders.
At the core of responsible corporate governance lies the ability of a company to effectively attain its objectives. It provides clarity over accountability, authority, power, and decision-making. However, when boards or executives fail to comply with corporate governance policies, the consequences can be heavy for shareholders and the company as a whole.
Corporate Governance Laws
While there are several state and federal corporate governance laws, corporate governance in New York is primarily governed by:
- The New York Business Corporation Law (NYBCL): Outlines the rights and responsibilities of companies, their board of directors, executives, and shareholders.
- The Securities and Exchange Commission (SEC): Sets forth the rules and regulations for publicly traded corporations under federal security laws.
- The Commodity Futures Trading Commission (CFTC): Regulates the U.S. derivatives market, including swaps and futures.
- The Sarbanes-Oxley Act of 2002: Outlines certain practices — such as audits and whistleblower protections — in corporate financial record keeping and reporting.
- The New York Stock Exchange (NYSE): Sets forth the corporate governance standards for its listed companies.
- The NASDAQ Stock Market: Outlines the corporate governance rules for all companies listing equity or debt securities on NASDAQ.
In recent years, not only have the SEC and other regulatory bodies ramped up their enforcement, but there has also been an increase in public scrutiny of boards of directors, board committees, and management. Now more than ever, companies need to effectively engage regulators, shareholders, and advisers to avoid the risk and burden of weak or faulty corporate governance practices. Companies need corporate governance lawyers who understand their industry’s governance regulations and protocols.
Fridman Law Firm’s corporate governance attorneys can guide your company through the increasingly complex web of regulations mandated by the state of New York, Congress, stock exchanges, SEC, and other regulatory agencies and authorities. We work diligently to keep boards and management informed of the latest corporate governance regulations so they can always stay ahead of any potential catastrophic compliance issues.
A Full Range of Service: Common Corporate Governance Issues We Can Advice You On
Corporate governance that is both proactive and comprehensive is essential in today’s ever-changing and highly regulated marketplace. If a company does not implement effective corporate governance policies, it could be subject to investigations, lawsuits, fines and other penalties, reputational damage, and loss of capital investment.
When a crisis or sensitive issue related to corporate governance happens — whether it’s a relatively simple matter, such as consulting on the compensation of the board, or a more complex issue, such as proxy access, which poses a significant threat to the delicate balance between the interest group stockholders and boards of directors — you can rely on the corporate governance lawyers at Fridman Law Firm for sound legal counsel. We have the legal skills, knowledge, and experience to serve as trusted counselors who offer strategic advice and a roadmap to a speedy, cost-effective, and successful conclusion.
Fridman Law Firm routinely provides counsel on a wide range of corporate governance matters, as varied and diverse as the clients who face them, and includes the following:
Executive Compliance
A core focus of our corporate governance practice is representing corporations in various aspects of executive compensation arrangements, including strategic planning, equity-based bonus and incentive plan design, employment and severance agreements, disclosure compliance, and deferred compensation.
Our corporate governance lawyers help clients with state and federal law compliance, as well as complying with regulations issued by the SEC and self-regulatory agencies — NASDAQ and the New York Stock Exchange — governing matters such as transactions in company stock by directors and officers, short-swing liability under Section 16 of the Securities Exchange Act of 1934, shareholder approval requirements, and executive compensation disclosure. Our corporate law legal team has extensive experience counseling different corporations on the tax implications of executive compensation arrangements, with a focus on Section 409A of the Internal Revenue Code.
Shareholder Derivative Action
When shareholders, partners, or members disagree with a corporation’s course of action, they might decide to bring a lawsuit against the company’s officers or directors. These types of claims — where a shareholder sues a company on behalf of and for the benefit of the entity itself rather than for the individual shareholder — are known as shareholder derivative litigation.
Different violations can trigger a shareholder derivative action, including the following:
- Breach of fiduciary duties
- Insufficient due diligence before transactions, such as mergers and acquisitions
Our New York corporate governance lawyers are well-versed in shareholder derivative actions and can advise corporations, directors, and executives in high-stakes and high-profile situations.
Breach of Fiduciary Duty
Directors and officers of a corporation owe fiduciary duties to the company and its shareholders. They must adhere to the guidelines established under the company’s formation documents, such as bylaws, the article of incorporation, and other controlling regulations imposed by state and federal laws.
Fiduciary duties that directors and officers owe to the corporation and its shareholders boil down to the following:
- Duty of loyalty. There can be no partiality on the part of directors and officers toward the shareholders and the company they serve. They cannot use their position to further their private interests to the detriment of the organization and shareholders.
- Duty of care. Officers and directors of an organization owe a duty of care to the organization and its shareholders. They are required to exercise reasonable caution or care that ordinarily prudent individuals would use in similar situations.
- Duty of good faith. Directors and officers of a corporation owe a fiduciary duty of good faith to the company and its equity owner, whom they serve. They are required to act with a genuine attempt to advance the organization’s welfare and act in its best interest with fairness and honesty regarding all activities.
Violating fiduciary duties, for example, acting in bad faith, neglecting to exercise reasonable care, or prioritizing self-interest over the company’s interests, may lead to legal actions seeking damages or the removal of responsible directors or officers.
Other corporate governance issues we help clients with include:
- Navigating internal and government regulatory investigations and external investigations
- Advising on financial matters
- Whistleblower and compliance policies
- Enterprise risk analysis
- Compliance with the exchange listing standards and guidelines focused on corporate governance
- All aspects of corporate governance periodic disclosures as well as nonroutine filings with the SEC
- Compliance with legal and regulatory corporate governance and disclosure regulations mandated by the Dodd-Frank Act, the Sarbanes-Oxley Act, and related SEC regulations
- Board training, self-evaluations, and oversight
- Boardroom disputes
- Ethics violations
- Cyber security
- Corporate governance proposals and trends initiated by the SEC, Congress, NYSE, and other relevant agencies
- Board and committee membership matters
- Special committee issues
- Audit committee and compensation committee requirements, duties, and responsibilities
- Codes of business conduct and ethics
- Transaction planning and structuring
- Compliance with fiduciary duty obligations under the New York State corporate laws
Who We Help: Our Clients Span Industry Sectors
The corporate governance lawyers at Fridman Law Firm provide practical and creative solutions to guide corporations, directors, and shareholders through complex corporate governance matters and help them reach their desired outcomes. Over the years, we have built an extraordinarily diverse clientele spanning industry sectors, including, but not limited to:
- Business Services
- Banking and Financial Services
- Manufacturing
- Life sciences
- Technology, including Fintech
- Healthcare
- Consumer products and retail
- Automotive and Transportation
- Real Estate
- Pharmaceuticals and Medical Devices
The Benefits of Working With an NYC Corporate Governance Attorney
The complex regulatory environment in which corporations operate has significant implications for corporate governance. With innovative and strategic counsel, boards of directors, board committees, and management can minimize their risk of legal disputes and litigation and succeed in today’s intense regulatory environment.
Our NYC corporate governance lawyers have experience managing corporate issues throughout a corporation’s life cycle. We partner with shareholders, boards, committees, and management to provide a clear path forward when corporate governance matters arise. Clients rely on us to put them in the best possible position when it comes to resolving disputes and developing non-litigation strategies. Our corporate governance practice can benefit your organization in many ways, including the following:
- Engaging in risk management and mitigation
- Executing corporate oversight
- Developing a personalized, comprehensive governance plan
- Devising a crisis avoidance strategy.
- Offering Top-tier legal help for your corporate governance matters proactively
Let Our New York City Corporate Governance Legal Team Help
At Fridman Law Firm, our corporate governance lawyers have successfully advised startups, recently restructured and mature public and private companies — regardless of size — across industry sectors. We understand the importance of developing and utilizing effective corporate governance policies to insulate our clients — from boards of directors to independent directors to C-level executives — against litigation and liability.
Thanks to our years of experience, our New York corporate governance legal team is sought after for sophisticated counsel and advice on the full spectrum of corporate governance and compliance matters. Let us assist you in managing and alleviating the risks of corporate governance non-compliance. You can trust our legal team to provide streamlined, robust, and informed solutions that create a clear path forward.
Need corporate governance legal help? Call 212-262-9823 or schedule your initial consultation online today.