The Corporate Department at Baker Botts is widely recognized for its depth of experience in corporate governance and compliance issues. We advise on all matters related to boards of directors, including fiduciary duties, board access, board and committee composition and membership requirements, board leadership, the conduct of board and committee meetings and board recruitment, evaluations and compensation.We also advise on committee charters and the substantive requirements imposed by state or federal law regarding committee operations, such as the operations of nominating, compensation, audit, compliance, mergers and acquisitions and health and safety committees.
We often help clients formulate and put in place effective corporate governance policies and practices. We also counsel corporate boards of directors, audit and other committees of corporate boards, and individuals in connection with:
- Internal investigations
- Transactions involving actual or potential conflicts of interest
- Shareholder activism
- Government challenges to board authority
- Contests for corporate control
- Director and officer indemnification and insurance
- Other questions of director and officer fiduciary responsibilities and liabilities
We regularly counsel both U.S. and non-U.S. clients on Sarbanes-Oxley compliance and the evolving governance requirements of the New York Stock Exchange, NASDAQ and other securities markets. Our Corporate lawyers have a wealth of hands-on experience in this arena. One of our Washington partners served as general counsel to the Securities and Exchange Commission, seven others are SEC alumni and a number have worked as in-house counsel to various corporations.
We provide valuable assistance to clients on the following compliance issues:
- Periodic reporting under the Securities Exchange Act of 1934, including: Counsel on disclosure controls and procedures; Preparation and filing of periodic and other reports on Forms 10-K, 10-Q, 8-K, 20-F and 11-K; Various certifications required in connection with those filings
- Preparation for annual meetings, including preparing proxy statements and annual reports and providing counsel regarding shareholder proposals
- Compliance with the Foreign Corrupt Practices Act
- Public disclosure of material developments and transactions
- Insider trading considerations
Contacts
Related Experience
News
Thought Leadership
SEC Proposes Historic, Sweeping Disclosures of Climate-Related Risks, Financial Impacts, and Emissions
Client UpdatesSEC Proposes Amendments Rolling Back 2020 Rules Governing Proxy Voting Advice
Client UpdatesCorporate Update
New Nasdaq Board Diversity Listing Rules Already Face Challenge in Federal Court
Client UpdatesCorporate Update
SEC Approves New Nasdaq Board Diversity Listing Rules
Client UpdatesCorporate Update
UK Government Proposals for Greater Board Accountability Under New ESG Whitepaper
Client UpdatesESG Update
Got SPACs? Leveraging SPACs for Clean Energy
Client UpdatesEnergy Update
Winter Storm Uri
Client UpdatesSecurities and Finance Disclosure Update
Acting SEC Chair Issues Statement on Commission's Approach Toward Climate-Related Disclosure
Client UpdatesCorporate Update
CFTC Report Recommends U.S. Financial Regulatory Reforms to Address Climate-Related Risks
Client UpdatesESG Update
SSGA Announces Expectations for Diversity Disclosures
Client UpdatesESG Client Update
Fulfilling Your Duties as a Director of a Public Company During Times of Economic Crisis
External ArticleCorporate Counsel, Law.com
When to Consider Using Special Committees in the Current Crisis
Client UpdatesCorporate Update
ISS Issues New Guidance on Poison Pills
Client UpdatesCorporate Update
"Poison Pill" Defenses in Current Corporate Environment
Client UpdatesCorporate Update
Treasury Issues Anticipated Guidance on CARES Act’s Paycheck Protection Program
Client UpdatesCorporate Update
BIS Issues Export Controls on Emerging Technologies Targeting Geospatial Imagery Software
Client UpdatesInternational Trade Update
ISS Sues SEC Over Proxy Adviser Guidance Days Before SEC Proposes Amendments to Exemptions From Proxy Rules For Proxy Voting Advice
Client UpdatesCorporate Update
Leadership Succession Planning: A Sound Strategy For Stability
External ArticleChief Executive Magazine's Corporate Board Member
Events
Recent
Understanding the SPAC Lifecycle and Current Market Infocast Webinar
Data Transfer Restriction in KSA
Baker Botts in partnership with the Association of Corporate Counsel, Middle East and North Africa, is delighted to participate in a discussion around data transfer restrictions in KSA.
Leading the Energy Transition - A Chat With Megan Berge and Sharon Tomkins
Join Megan Berge, Partner at Baker Botts, and Sharon Tomkins, Vice President of Sustainability at Sempra Energy on July 28th as we explore how leaders in the energy transition are shaping the future.
Baker Botts and Lazard Webinar: Key Current Trends and Best Practices for Preparedness
Please join Baker Botts partners, Travis Wofford and Danny David, along with Mary Ann Deignan and Christopher Couvelier from Lazard’s Shareholder Advisory practice and Doug Fordyce from Lazard’s Houston office, as they provide an update on the state of shareholder activism and related legal developments.
The MLP Dropdown Process After El Paso
Baker Botts partners Josh Davidson, David Sterling, and A.J. Ericksen, discussed the important process takeaways for MLP dropdowns following the April 2015 El Paso decision of the Delaware Court of Chancery.