Corporate Governance and Compliance

In today's business world, companies of all kinds and sizes are subject to a new increasingly rigorous standard of scrutiny. More than ever, the whole world seems to be watching — not just your competitors — but government and regulatory agencies and your customers and vendors as well. Industry and government are reacting to recent business reports and global investor community requests for higher standards of accountability, transparency and corporate behavior with a number of reforms to upgrade financial management, reporting, and corporate governance. With this high degree of attention focused on your organization, there are compelling reasons to assure effective implementation, management, monitoring, and updating of a corporate governance and compliance program.

At Epstein Becker Green, we regularly advise clients in all areas related to business risks having legal implications, taking account of Sarbanes-Oxley and its impact not only on public companies, but also on privately held businesses and not-for-profit organizations influenced by it. We believe strongly that our clients should approach corporate governance and compliance on a fully integrated basis. We routinely counsel corporations on the composition, independence requirements, and expanded responsibility of boards of directors and key committees. EBG also advises corporations on the review, assessment, and updating of committee charters, codes of conduct and ethics, and written policies and procedures, such as whistleblower and document-retention policies. Because ongoing discussion is key in any corporate governance and compliance program, we counsel corporations on establishing and maintaining effective communication channels, board, committee, and employee orientation, training and education, and periodic self-assessment by key committees and management members.

Whistleblowing and Sarbanes-Oxley

Epstein Becker Green is well versed in the "whistleblower" provision of Sarbanes-Oxley and other legislation and common law claims that protect employees when they raise issues of alleged corporate misconduct, including federal securities violations. Experienced in each phase of whistleblower matters, EBG attorneys can perform in counseling, investigative, or litigation capacities, as appropriate to the circumstances. We advise corporations and their boards of directors and audit committees on implementing codes of conduct and ethics and on whistleblower complaint procedures. Whether the client is an employer, a board of directors, or an independent committee, EBG attorneys can conduct or guide investigations in connection with employee retaliation claims. When employees file whistleblower claims before administrative agencies or in U.S. federal or state courts, our experienced litigators can serve. We are able to draw on the experience of attorneys in our Corporate and Securities Law and Government Investigations Civil & Criminal areas of focus within our Litigation practice group and our Corporate Governance area of focus within our Corporate Services practice group when helpful to a client. We also help employers evaluate to what extent they have "control and direction" of contract workers to assess their potential whistleblower liability.

Range of Corporate Governance and Compliance Matters We Handle

The range of Corporate Governance and Compliance matters we handle is broad, and includes:

  • Design of codes of conduct and ethics and policies and procedures for implementation, orientation, and communication as well as monitoring for effectiveness and revision.
  • Development of procedures for identifying and receiving whistleblower complaints, including complaints of retaliation in connection with alleged whistleblowing activity.
  • Initiation and completion of investigations of whistleblower and retaliation complaints, including guidance in the determination of organizational and personnel issues.
  • Development and implementation of internal mechanisms for addressing and responding to whistleblower and retaliation complaints that can assist in litigation avoidance.
  • Counsel and representation of clients in connection with administrative proceedings involving whistleblower claims of all types, including under Sarbanes-Oxley.
  • Defense of employers in administrative and judicial proceedings alleging retaliation and violation of whistleblower protections (for example, click here to read about one of our successful defenses in a whistleblower proceeding).
  • Analysis of a client's foreign operations and those of its subsidiaries, affiliates, joint venture partners, and major suppliers and customers. We have immediate access to sophisticated advice from lawyers with hands-on, local knowledge to provide seamless worldwide advice and representation to our clients.