Corporate Governance

As counsel to many private companies and not-for-profit entities, SederLaw lawyers have gained the insight and discretion necessary to advise your organization on even the most sensitive corporate governance issues. Boards of directors, board committees, independent directors, shareholders, senior executives and management teams have routinely engaged SederLaw on governance matters throughout our 100-year history. Regardless of your organization's need-from internal investigations and reports, to advising boards of directors on fiduciary responsibilities, to the unique governance concerns of non-profit entities-clients can trust and rely on the guidance that our attorneys provide for governance policies that support compliance, accountability and transparency. Our team includes attorneys from numerous practice groups, including business and corporate, litigation, banking & finance, tax and employment in order to best meet our clients' respective needs.

On a daily basis, SederLaw attorneys assist corporations and other entities in organizational and structural issues. Our work includes preparation of governance documents and working with our clients on governance principles. We advise directors and officers on their obligations in monitoring and overseeing the affairs of the corporation, ranging from proper due diligence, risk management, audit oversight responsibilities and maintenance of proper corporate records. SederLaw attorneys also routinely provide representation in shareholder actions, proxy solicitation and compliance, and responses to hostile takeover matters. Our attorneys are well versed in federal and state securities law matters that can affect director and officer liability. Protecting directors and officers against personal liability is one of the primary focuses of our governance team.

Boards of directors, audit committees and special committees of corporations, financial institutions and other entities routinely turn to SederLaw when they need help to investigate irregular or questionable financial or regulatory conduct in their organizations. We thoroughly understand the legal requirements of such investigations, as well as their sensitive and confidential nature, and we combine our abilities and skillsets across the firm's practice areas to deliver prompt, thorough and professional investigations and advice to our clients. That includes detailed reporting on what actions the members of an organization took, whether those actions were proper, and what remedial steps are necessary for directors and officers to meet their fiduciary responsibilities. We work closely and cooperatively with clients' Certified Public Accountants (CPA) and auditors, which allows to provide guidance on the interplay between legal and accounting issues that center on detection of and protection from financial fraud, and which also allows us to shape a proactive strategy for clients in answering audit committee inquiries or responding to external audit requests.