Corporate Governance

In the wake of recent high-profile company failures, most business organizations are re-examining their governance and reporting processes. Management, the full board, board committees (including and especially audit committees), and outside advisors are all being asked to respond to questions that are central to continued viability and success of the enterprise. The lawyers in Sutherland's Corporate Governance Group represent a variety of disciplines, but share substantial common experience in representing boards, individual directors and audit committees with respect to corporate governance, Foreign Corrupt Practices Act, derivatives, financial reporting and director litigation.

Sutherland attorneys are assisting companies with corporate governance issues by:

Performing Legal Audits
Advising with respect to Directors and Officers (D&O) insurance issues and recommending procedures and policies to reduce the risk of director liability
Managing internal corporate investigations
Developing corporate governance policies, board committee charters, codes of conduct, and other corporate programs and policies
Revising audit committee charters in response to the Sarbanes-Oxley Act of 2002 and the SEC's rules promulgated thereunder
Developing disclosure controls and procedures to ensure compliance with the CEO and CFO certification requirements under Section 302 of the Sarbanes-Oxley Act and the SEC's rules promulgated thereunder
Advising audit committees in connection with their heightened responsibilities under the Sarbanes-Oxley Act
Advising public companies regarding the corporate governance regulatory requirements of the New York Stock Exchange, the Nasdaq Global Market and the American Stock Exchange
Advising companies regarding director orientation and continuing education programs

Our members include an adjunct professor of corporate governance at Georgetown University Law Center an the author of the Corporate Secretary's Answer Book, an essential guide for corporate officers responsible for corporate governance and shareholder relations matters. Three of our team members have a combined 12 years of prior experience in the SEC's Division of Corporation Finance.

To request a copy of the Corporate Secretary's Answer Book, email .

Dodd Frank Act:

As indicated in the chart below, while a few provisions of the Act are effective immediately, public companies will need to begin responding as soon as practicable in order to be prepared for the implementation of the requirements contemplated by the Dodd Frank Act.

Bill Provision	Senate Bill	House bill	Dodd Frank Bill	Implementation Timeline
Say on Pay	X	X	X	Both Say on Pay vote and vote on frequency of Say on Pay vote to occur at first applicable shareholder meeting occurring within 6 months of enactment
Non-Binding Vote on “Golden Parachutes”	-	X	X	First applicable shareholder meeting occurring within 6 months of enactment
Proxy Access	X	X	X	SEC may establish rules – no deadline specified
Compensation Committee Independence	X	X	X	SEC to direct stock exchanges to develop listing standards within 360 days of enactment Compensation consultant disclosure must be in proxy materials for annual meeting occurring on or after one year of date of enactment
Mandatory “Clawbacks”	X	-	X	SEC must establish rules – no deadline specified
Hedging Disclosure	X	-	X	SEC must establish rules – no deadline specified
Broker Non-Voting	X	-	X	Effective immediately
Chairman/CEO disclosures	X	-	X	SEC must establish rules within 180 days of enactment
Majority Vote in Uncontested Elections	X	-	-	-

Legal alerts, articles and events related to corporate governance and regulatory reform are listed below:

Legal Alert: Proxy Plumbing: SEC Considers Extensive Renovation Job to the Proxy System
July 30, 2010

Legal Alert: It’s Signed, Now for the Hard Part: What your Board Needs to Know About Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act
July 22, 2010

Legal Alert: NAIC Proposes Expansive New Governance, Risk Management and Reporting Duties on Insurance Holding Company Systems; A New Liability Profile Emerges for Directors and Senior Management
July 9, 2010

Legal Alert: Capitol Hill Takes on Executive Compensation and Corporate Governance
June 17, 2010

SOX Certifications: 10 Tips for Good Housekeeping – Partnering Perspectives
Winter/Spring 2010

Legal Alert: Federal Reserve Publishes Rules Implementing Provisions of the CARD Act Relating to Gift Cards, Gift Certificates and Prepaid Cards
May 7, 2010

Legal Alert: The Dodd Bill Redux: The Senate Takes Aim at Financial Regulatory Reform
March 19, 2010

Legal Alert: SEC Warms to Climate Change
March 16, 2010

Legal Alert: SEC Tackles Proxy Disclosure Rules
December 29, 2009

Legal Alert: The NAIC's New Model Audit Rule: Is Your Organization Ready?
October 29, 2009

Legal Alert: Say on Pay: It's Coming, Are You Ready?
October 5, 2009

Legal Alert: What Will Proxy Access Mean? The Debate Over Proxy Access
July 9, 2009

Publicly Traded Private Equity Regulatory Review
April 2009

"The Risk-Adjusted Board: How Should the Board Manage Risk?" – Corporate Governance Advisor
March/April 2009