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We work with our clients to help them proactively address the continual regulatory changes and develop "best practices."

The lawyers at Lewis Roca have experience advising public and private entities concerning compliance with fiduciary duties, and defending against claims for breach of fiduciary duties. Our lawyers advise boards of directors, and various board committees, concerning compliance issues such as those imposed by the Sarbanes-Oxley Act of 2002, executive compensation disclosure requirements, and other regulatory obligations imposed by the Securities and Exchange Commission (SEC) and stock exchanges. 

In addition to providing compliance, we regularly represent boards of directors and individual directors in connection with regulatory investigations, including formal and informal investigations performed by the staff of the SEC. We also represent corporate and individual clients in connection with private suits for damages, including direct and derivative actions asserting violations of federal and state securities statutes and regulations, and claims for breach of fiduciary duties arising from the common law.

Our lawyers also perform special investigations for clients, including investigations concerning compliance with SEC and related obligations. In performing our legal services, we work closely with client representatives as well as other professionals employed by the client, including accountants, compensation consultants, and financial professionals. Our lawyers provide legal advice concerning:

  • Anti-Takeover measures
  • Audit committees
  • Auditor independence
  • Board composition
  • Change of control issues
  • Charters for board committees
  • Codes of ethics
  • Compensation committees
  • Conflicts of interest
  • Corporate communications
  • Corporate governance guidelines
  • D&O insurance
  • Directors' fiduciary duties
  • Document retention  
  • Executive compensation disclosure and programs
  • Independent director determinations
  • Insider trading policies
  • Internal controls over financial reporting
  • Investor relations
  • Management succession planning
  • Press releases
  • Proxy solicitations
  • Related party transactions
  • Sarbanes-Oxley compliance
  • SEC disclosure
  • Section 16 reporting
  • Shareholder relations
  • Whistleblower programs and responses

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