Blank Rome LLP

Blank Rome’s corporate governance group advises public companies on internal and governmental regulatory investigations related to stock option backdating and other emerging issues.  The group focuses on an interdisciplinary approach to regulatory and compliance matters and includes more than 30 attorneys from across the Firm’s practice areas, including corporate, securities, employee benefits, litigation, tax, and white collar groups.  Our attorneys include former federal prosecutors and lawyers who have held positions with the U.S. Department of Justice, IRS, SEC, and other governmental agencies.  The corporate governance group focuses on assisting public companies and their audit or special committees on numerous internal and external investigations related to Sarbanes-Oxley and related issues, as well as stock option improprieties, internal control matters, and enterprise risk analysis.

Blank Rome’s corporate governance practice assists boards of directors and committees to achieve their business plan goals within the established legal framework, which includes compliance with fiduciary duty obligations under applicable state corporate law.  We utilize a multi-disciplinary approach to corporate governance which also draws upon the skills of attorneys in the corporate, securities, litigation, and white collar areas.  Our attorneys advise clients on a broad range of corporate governance and compliance matters and best practices, including:

• the Sarbanes-Oxley Act of 2002
• board and committee membership matters
• special committee issues
• compensation issues
• option granting practices
• conflicts of interest, and audit and compensation committee requirements and responsibilities
• exchange rules
• U.S. Sentencing Commission Guidelines
• codes of conduct and ethics
• internal control over financial reporting
• enterprise risk analysis
• compliance matters
• investigations
• all aspects of securities disclosure

The corporate governance group advises clients on rules under the Sarbanes-Oxley Act and on the development of compliance programs that meet the requirements of all the rules to which they are subject. 

Our attorneys also devote significant time to preventive counseling on behalf of clients, from routine advice to custom training programs.  Clients benefit from our in-house lunch-and-learn courses on hot topics such as e-discovery, as well as our full-day CLE programs, such as a recent program on emerging issues for in-house counsel.

Experienced Attorneys, Recognized in Their Fields

According to a recent survey of directors of major North American companies, conducted by Directors & Boards magazine, Blank Rome ranks as a leading firm specializing in corporate governance matters. 

Many Blank Rome lawyers have spent part of their careers working for such key regulatory agencies as the SEC and the National Association of Securities Dealers (NASD), now known as FINRA.  In addition, Blank Rome’s corporate governance group includes numerous former attorneys from the Department of Justice.  Their in-depth knowledge of the regulatory agencies and the way these agencies operate gives companies confidence that their matters are in good hands.  Our well rounded backgrounds enable our clients to follow the most appropriate courses of action, given their objectives.  Prominent corporate partner Fred Lipman has taught in the Wharton MBA program and routinely is sought by the media to comment on corporate governance and related issues.  Our attorneys have authored and edited a number of popular books regarding public companies, including Corporate Governance Best Practices:  Strategies for Public, Private, and Not-for-Profit Organizations and The Complete Guide to Employee Stock Options, and have written extensively on the topic of corporate governance.  Our attorneys are frequently called upon to comment on key issues and developments concerning corporate governance by the media.