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Extension for SOX 404(b) Auditor Attestation for Non-Accelerated Filers More »

New Rule 144 And Rule 145 Amendments Effective February 15, 2008 More »

Forum on Corporate Governance. More »

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Our Practices

Corporate Governance


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Heller Ehrman advises on corporate governance and compliance issues for a broad spectrum of public and private companies. We routinely advise management, boards, board committees and individual executive officers and directors on compliance with federal securities laws, Delaware and other state corporate laws, and stock exchange and Nasdaq corporate governance rules.

Corporate scandals and the ever-changing legislative and regulatory scene have dramatically altered the corporate legal landscape. To ensure that boards and board members are protected and receive sound advice on governance matters, we draw upon our securities, corporate, executive compensation and litigation strengths. We advise on board structure and best practices, standing and ad hoc board committees, executive and director compensation, corporate compliance programs, document retention policies, the management and disclosure of information, directors and officers liability insurance matters and white-collar criminal defense.

We work closely with public clients to ensure their understanding of the significance and ramifications of the securities laws, including the Sarbanes-Oxley Act. Our attorneys have extensive experience advising clients regarding the preparation and filing of reports under the Securities Exchange Act of 1934 and the issuance of press releases and management of information under Regulation FD. This advice includes the development of best practices to respond to regulatory considerations, including internal controls.

Our broad range of experience makes us particularly qualified to advise our clients about the increasingly complex and risky areas of corporate governance and securities regulation. Heller Ehrman has long been one of a few select firms to have represented accounting firms, investment banks and corporate defendants in securities liability litigation. We have addressed the most serious and important financial fraud issues in the context of securities compliance litigation, including manipulation of reserves, valuation of long-lived tangible and intangible assets, going-concern determinations and the full spectrum of revenue recognition issues.

We provide our clients with up-to-date news and analysis on issues relating to corporate governance. In addition, we offer public and private educational programs to make sure our clients and others understand the ramifications of the continuously changing legal environment.

Facts About Our Practice

  • Ranked by Corporate Board Member Magazine among the top firms in several regions in serving corporate boards.
  • Augmented by a securities litigation team that consists of two former chiefs of the criminal division of a U.S. Attorney's office, a former chief of the public integrity section of the U.S. Department of Justice, a former interim U.S. Attorney and several former Assistant U.S. Attorneys.
  • Offer a cross-disciplinary response team to regulatory and governmental inquiries, including advice in connection with internal investigations.
  • Possess extensive experience in executive compensation (including options), employee benefits and ERISA.
Attorneys Contacts

Karen A. Dempsey

+1 (415) 772-6540