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Corporate Governance

Our Corporate Governance practice provides clients with the information, analysis, counsel and best practices needed in governance issues and the evolving responsibilities of directors and senior management.

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Mayer Brown is a global legal services provider advising clients across the Americas, Asia, Europe and the Middle East. Our Corporate Governance practice brings together highly experienced lawyers from the firm’s Corporate & Securities, Regulatory & Investigations, White Collar Defense & ComplianceEmployee Benefits and Executive Compensation practices to help both public and private companies establish and maintain a comprehensive governance framework that allows directors and senior managers to more effectively guide their organizations in an increasingly complex and interconnected global environment.

  • Leading Governance Practice. Mayer Brown lawyers are experienced in all aspects of governance counseling throughout a company’s life cycle. We guide senior management, boards of directors and board committees in the exercise of their fiduciary duties. Drawing on our global footprint, our industry practice areas and many of our lawyers’ experience as former prosecutors and regulators, we help global companies implement frameworks tailored to their individual circumstances, adapt that framework as the business changes and respond to critical events.
  • Depth of Governance Structuring Experience. We partner with boards of directors and management to determine the appropriate organizational structure for their companies. As part of our Corporate Governance practice, we provide guidance on the allocation of responsibilities among directors, board committees and senior management and develop appropriate governance documents, policies and procedures. We advise on voting and other governance rights of shareholders. We leverage our extensive experience working on debt and equity securities offerings when advising on the adoption and adjustment of capital structure to support a company’s growth objectives and the ongoing reporting and listing requirements that arise from such activities. We also participate in the development of investor relations strategies and support shareholder communications and outreach activities.
  • Long History of Advising Boards of Directors. We regularly advise boards of directors and board committees (including audit, nominating and governance, compensation, and special committees) on board oversight responsibilities and the governance requirements of applicable law, regulation and principal securities exchanges worldwide. In this context, we develop governance guidelines; codes of conduct for directors, officers and employees; effective enterprise risk management programs; director nomination procedures; director independence and qualification standards; disclosure controls; and other policies and procedures to support boards of directors and their committees. We advise companies on the establishment of whistleblower policies and procedures for conducting internal investigations. We work with audit committees on auditor retention, auditor independence and audit committee disclosure. We structure board and executive compensation programs to support the achievement of the company’s business plan in a manner consistent with its risk management policies.
  • Strong Experience in Change and Crisis Management. An integral part of our Corporate Governance practice is counseling management and boards of directors on change and crisis management. In this role, we advise special committees and members of management as they evaluate significant corporate transactions and other potential organizational changes. We work with companies to conduct internal investigations and to respond to regulatory investigations and inquiries, drawing on our deep experience in trade compliance matters, mobility requirements for a global workforce, the use and protection of data and personal information, cybersecurity risk management and response, and compliance with anti-corruption and anti-trust regulations worldwide.
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