Drinker Biddle offers sophisticated corporate governance counsel for directors and significant shareholders of our public company clients when they face challenges to corporate policy from changes and developments in securities law, as well as regular advice related to ongoing securities law compliance.

  • We represent boards of directors and board committees and provide counsel with respect to corporate policy, relationships with affiliated companies (both foreign and domestic) and obligations of directors and officers under various laws and regulations.
  • Either as special or general corporate counsel we assist clients in developing corporate compliance programs, including programs relating to antitrust, environmental and securities laws, and to develop corporate protocols, such as delegations of authority.
  • We represent special committees of publicly traded companies considering conflict of interest transactions.
  • We regularly advise publicly traded companies on the charters of board committees and corporate governance policies, including anti-takeover measures.
  • We routinely advise our clients on when to use various forms of entities and how the governance structures of those entities should be designed.
  • Our clients frequently rely on us for assistance in corporate restructurings ranging from recapitalizations to reorganizations and rationalizations of divisions and subsidiaries in connection with acquisition and divestiture programs.
  • We have been retained as special counsel in connection with a number of significant hostile takeovers, particularly those involving Pennsylvania corporations.

One of our partners serves as chair of a task force of the Committee on Corporate Laws of the ABA Section on Business Law, which is responsible for updating and revising the Model Business Corporation Act and The Corporate Director’s Guidebook.  This partner also serves an advisor to three different drafting committees of the National Conference of Commissioners on Uniform State Laws that are revising the Uniform Limited Liability Company Act and preparing new uniform laws on transactions involving more than one form of entity and on business trusts.

We provide our clients with advice and counsel related to ongoing compliance with applicable securities laws, including the Sarbanes-Oxley Act of 2002 which imposes a host of new and expanded disclosure requirements, corporate governance requirements, and regulations regarding a company’s relationship with its independent auditors.   We also advise and assist clients with corporate reporting and publicity, proxy statements, registration statements, stock ownership and transfers, NYSE and Nasdaq listing standards compliance, and the design and preparation of a broad variety of employee compensation plans, including stock option, restricted stock and pension plans.

In the wake of Sarbanes-Oxley, our internal compliance and investigative capacities have tended to overlap, as we have been engaged in developing compliance and education programs for our public company clients.  In the past several years our firm has also been engaged in several significant, high visibility internal investigations on behalf of boards of directors and audit committees.