Corporate Counseling and Governance
Corporate America is in turmoil. The investing public's confidence is wavering. Bankruptcies, bail-outs, and Capitol Hill hearings paint grim pictures of corporate governance. U.S. businesses need to rebuild public trust. If they are to do that, they need the help of legal counsel whose experience and integrity they can count on.
For the attorneys on the Corporate team at MLA, our primary objective is to establish ourselves as trusted advisors to the businesses we represent. We cannot provide meaningful and practical advice to a client, we believe, until we first come to understand the objectives of its business, the environment in which it operates, and the challenges it faces. Legal experience counts for only so much, unless it is combined with insight and understanding.
When we talk about understanding our clients' businesses, we are not merely paying lip service. One of our partners is a former corporate CEO who has taught at Harvard Business School and Boston University School of Management. Another partner was former general counsel of a Fortune 50 company. Other partners sit on various corporate boards of directors. Several attorneys on our team formerly held positions within publicly-owned and privately-held businesses as general counsel, managers, sales executives and finance executives. In the training attorneys receive at MLA, business is as important as law.
The advice and counsel we provide our clients begin with this insight. We provide guidance on everything from day-to-day business decisions, to formulation and implementation of big-picture strategies and structures. The size of MLA and our hands-on approach ensure that our clients receive the direct involvement of our most experienced attorneys. All the while, we are able to deliver our services in an efficient and cost-effective manner that our clients value.
Our attorneys work in close collaboration with our clients' senior executives and in-house counsel. We provide advice with regard to the full spectrum of corporate matters. These include:
- Benefits plans
- Business formation and organization
- Capital structures
- Commercial contracts
- Debt and equity financing and investments
- Dissolutions and liquidations
- Executive contracts and compensation
- Non-competition and non-disclosure agreements
- Recapitalizations and reorganizations
- Regulatory compliance
- Shareholders meetings
- Special committees
- Stock splits, dividends and redemptions
Sarbanes-Oxley and its kin have created a more complex universe of governance and compliance for corporations of every kind, public and private. Even when legal requirements might apply only to public companies, they have come to bear on private companies as standards for governance and disclosure.
The MLA Corporate team is composed of trusted and knowledgeable attorneys who provide legal counsel to directors and senior management on complex matters of corporate governance. Our experience encompasses such issues as conflicts of interest, board and management relationships, directors' fiduciary duties, composition and operation of special committees, anti-takeover defenses and compliance with securities laws and regulations.
Although the landscape of corporate compliance continues to change, the Securities Exchange Act of 1934 remains its foundation. Even the much-vaunted Sarbanes-Oxley Act was, with few exceptions, a series of amendments to the Exchange Act.
For public companies, the plain fact remains that any failure to comply with the provisions of these laws can carry serious and costly consequences.
Our compliance practice for these companies focuses on consultation, review, and revision regarding all required periodic filings and reports. We also provide advice on the need for, and content of, disclosures, whether for required reports, press releases, analyst conferences and other public occasions. We also engage in negotiation with the SEC in connection with its review of these filings.
For private companies, our compliance practice centers on failure of employees or business units to comply with applicable statutory and regulatory standards, internal codes of conduct, or business principles. We consult with clients regarding the development or modification of appropriate standards and training, as well as of compliance programs themselves.
Our practice includes counseling clients with respect to possible irregularities uncovered through whistleblowers, audits, or in the course of day-to-day operations. In many instances, our role is to act as outside general counsel to design and monitor a process of inquiry.
In other cases, we take direct responsibility for investigations, acting as independent outside counsel. This may occur in response to questions raised in the course of financial audits; when potential transactions pose questions involving conflicts of interest; or when violations of particular statutes regulations, such as competition law or anti-bribery law, surface in multinational operations.