Corporate Governance and Compliance Counseling

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