Corporate Governance


Board oversight has heightened significantly and the demands and scrutiny corporate leadership face are at an all-time high. Public, private and not-for-profit companies and their management, boards, stakeholders and committees must navigate a wide range of stringent regulatory requirements and dynamic standards. It is critical that corporate leaders have experienced legal counsel to assist in identifying and satisfying their corporate duties.

Dechert’s corporate governance team, comprised of attorneys experienced in corporate and securities law, securities litigation, director and officer liability, employment law, white collar crime, regulatory affairs and tax, has the depth and diversified experience to advise on the full spectrum of corporate, commercial, investigatory and enforcement matters. We take a proactive approach, providing fully integrated and tailored solutions to our clients’ challenges to ensure that corporate governance matters are properly addressed.

We understand that each corporate governance engagement is unique. Interpersonal issues and team dynamics play an important role in helping clients achieve the right results in the most efficient and effective manner. Our lawyers help clients focus their central objectives and responsibilities to arrive at resolutions that support their long-term business goals.

Corporate and Securities

Dechert’s corporate and securities lawyers advise clients on a broad range of corporate governance and risk management issues in the post Sarbanes-Oxley and post Dodd-Frank environment: 

  • “Best practices,” procedures, codes of conduct and other programs
  • Board and committee composition
  • Board oversight of risk
  • Fiduciary duties and responsibilities to shareholders and, in certain instances, to other constituencies
  • Shareholder relations and shareholder proposals
  • Executive compensation, benefits and employment agreements, including alignment of compensation practices and risk
  • Management succession, continuity and evaluation

Our representation of companies and their management, boards and committees extends beyond the adoption and review of charters, practices and procedures. For example, we advise boards and committees in connection with interested party or critical corporate transactions and on issues requiring special investigations and disclosures. Our representation of institutional investors and hedge funds makes us well positioned to help companies, directors and management understand the perspective of shareholders, particularly in adversarial situations so that matters can be addressed before they become problems.

Litigation and Investigations

Dechert’s white collar and securities litigators defend officers and directors of public and private companies, audit committees and special committees in securities, derivative and other corporate governance actions including those related to:

  • Breaches of fiduciary duty
  • Mergers and acquisitions
  • Shareholder and derivative actions
  • Executive compensation
  • Bondholder and creditors’ rights issues

We have achieved noteworthy results in our representation of boards of directors involved in internal corporate and regulatory investigations and in enforcement actions by the Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the Financial Conduct Authority, federal and national governmental and regulatory agencies and state securities agencies. Our attorneys have litigated numerous civil securities fraud and disclosure cases including allegations of board misconduct, securitized asset valuation and disclosure issues, allegations of insider trading and market manipulation and IPO and secondary offerings.