In the wake of the corporate scandals in recent years, corporate governance has vaulted to the forefront in almost every company and presented a minefield of concerns and difficulties. The attorneys of Powell Goldstein have been there every step of the way guiding and advising companies through the complexities of this new environment. Our attorneys have extensive experience in counseling officers, boards of directors, special committees and other constituencies through the numerous laws and regulations that impact corporate governance, including the Sarbanes-Oxley Act of 2002, and the related rules and regulations adopted by the Securities and Exchange Commission, stock exchanges and the accounting profession. Not only do we assist our clients in navigating through this new environment and tackling the challenges it creates, but we also work together with them to devise compliance strategies as well as policies to prevent future problems.

Together we have,

• Counseled Boards of Directors:
  • on the development of principles for determining director independence and financial expertise
  • on the creation of policies regarding director conflicts of interests
  • in connection with significant corporate transactions, including corporate control and anti-takeover measures, as well as strategic planning
  
  
• Advised Board of Directors Committees:
  • on the creation of charters for audit, compensation, nominating, and other board committees
  • on executive compensation practices, including employment agreements and stock-based compensation arrangements
  • on the formation and operation of special investigatory committees
  
  
• Assisted public companies:
  • in the development of codes of ethics and conduct, corporate governance guidelines, and appropriate disclosure controls and procedures
  • in complying with the corporate governance requirements of self-regulatory agencies such as the NYSE and Nasdaq
  • in evaluating the advantages and disadvantages of going private transactions
  
  
• Supported management:
  • in efforts to comply with the enhanced disclosure and certification provisions in public reports mandated by Sarbanes-Oxley and related rules and regulations
  • in the creation of more accurate internal controls environments
  
  
• Established a Director's College in conjunction with the University of Georgia and National Association of Corporate Directors - the only Institutional Shareholders Services accredited directors education program in the southeastern U.S.

In addition to providing general corporate governance advice, our firm maintains a Special Matters and Investigations practice group that consists of a select group of attorneys in our firm from multiple disciplines and offers our clients an internal investigation practice aimed at addressing corporate governance related crises, among others, in a responsive manner. For more information, see Special Matters and Investigations.