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 the Sarbanes-Oxley Act 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. Epstein Becker Green 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, Epstein Becker Green 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, Epstein Becker Green 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 the Corporate and Securities Litigation and the Government Investigations/Civil & Criminal focus areas within our Litigation & Business Disputes practice and the Corporate Governance focus area within our Corporate Services practice when helpful to a client. We also assist employers in evaluating 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 that we handle is broad and includes the following:
- Designing codes of conduct and ethics and policies and procedures for implementation, orientation, and communication as well as monitoring for effectiveness and revision
- Developing procedures for identifying and receiving whistleblower complaints, including complaints of retaliation in connection with alleged whistleblowing activity
- Initiating and completing investigations of whistleblower and retaliation complaints, including providing guidance in the determination of organizational and personnel issues
- Developing and implementing internal mechanisms for addressing and responding to whistleblower and retaliation complaints that can assist in litigation avoidance
- Counseling and representing clients in connection with administrative proceedings involving whistleblower claims of all types, including under Sarbanes-Oxley
- Defending employers in administrative and judicial proceedings alleging retaliation and violation of whistleblower protections
- Analyzing 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)
A sampling of our experience in this area includes the following:
- Quashing a $7 million whistleblower claim filed against a national insurance company by the president of the company's subsidiary. The plaintiff alleged that he was fired for reporting to the Department of Insurance that his employer had filed fraudulent financial statements. Epstein Becker Green succeeded in transferring the case from a court to arbitration, pursuant to the plaintiff's employment contract. The arbitrator ruled in favor of the insurance company.
- Successfully prosecuting whistleblower and retaliation claims on behalf of the departed CFO of a private software company
- Representing a national consumer goods retailer in its defense against whistleblower and wrongful termination claims by a former executive
- Obtaining summary judgment in federal court on whistleblower retaliation claims by a former officer and director of a client
- Representing an international research hospital in a lawsuit involving defamation, breach of contract, whistleblowing, the False Claims Act, and other claims, through to a jury verdict