Corporate Governance

Best Practices

The attorneys in Blank Rome’s diverse and multifaceted corporate governance practice routinely represent clients in an array of matters that range from dealing with shareholder activists initiating hostile takeovers to conducting corporate governance audits. Our ultimate goal is to enable our clients to achieve their strategic objectives while managing their risk exposure.

The main focus of our corporate governance practice is preventative—that is, making sure our clients avoid problem situations by following “best practices.” However, because industry “best practices” continuously evolve and vary depending on a company’s industry and size, we are constantly working to stay abreast of evolving trends in order to counsel our clients accordingly. Today, many companies are vulnerable to activist shareholders who file suit seeking representation on the board or to replace the entire board of directors. We work with clients on an individual basis to understand their corporate philosophy and culture, as well as their market position, to make recommendations as to how they can reduce their vulnerability to activist shareholders.

Many times we are engaged by committees of the board of directors of a company to serve as independent counsel. In these representations there are typically many sensitive issues that need to be dealt with, within the existing framework of a company’s governance structure. We work diligently to ensure the members of the committee appropriately fulfill their fiduciary duties, while being sensitive to the need to work symbiotically with other board members and the board at large, to collectively enhance the company’s business objectives.

What We Do

Blank Rome’s corporate governance attorneys (including capital markets, employee benefits, litigation, tax, and white collar) counsel U.S. public companies, U.S.-listed foreign private issuers, private companies and not-for-profit entities on a broad array of corporate governance matters with the ultimate goal of helping them manage enterprise risk.

Our corporate governance lawyers advise directors and management on:

  • State-of-the-art internal whistleblower and compliance policies
  • Government regulatory investigations
  • Enterprise risk analysis
  • Compliance with corporate governance-related provisions of the Dodd-Frank Act and the Sarbanes-Oxley Act and related SEC regulations
  • Compliance with the exchange listing standards focused on corporate governance
  • Board education and self-evaluations
  • Corporate governance trends and proposals initiated by Congress, the SEC, NYSE, NASDAQ, NYSE MKT and independent groups
  • All aspects of corporate governance disclosures in SEC filings
  • Compliance with fiduciary duty obligations under state corporate laws
  • Board and committee membership matters
  • Audit committee and compensation committee requirements and responsibilities
  • Special committee issues
  • Internal and external investigations
  • Executive compensation and succession issues
  • Codes of business conduct and ethics
  • Corporate governance guidelines
  • U.S. Sentencing Commission Guidelines

For more than 20 years Blank Rome’s corporate attorneys have authored the “Audit Committees” portfolio for The Bureau of National Affairs, Inc., the most comprehensive work on the subject of audit committees that is currently available.

In addition, our attorneys have participated in a number of conferences and seminars that have addressed a broad range of corporate governance issues. Topics have included:

  • ISS’s New Corporate Governance Policies, Including General Accounting Policies
  • What Questions Should Bank Audit Committees Ask About Compliance Risk Management?
  • What Changes (if any) Should be Made to Your Company’s Whistleblower System in Light of the Dodd-Frank Act?
  • Establishing Effective Whistleblower Systems
  • Update on Accounting Changes of Importance to Audit Committees
  • What Bank Audit Committees Should Know About Accounting
  • Regulatory Issues of Importance to Bank Audit Committees
  • Does Your Internal Audit Activity Satisfy Professional Standards for Internal Audit Departments, and Why it Matters
  • Latest Corporate Governance Trends
  • ISS Proxy Voting Guidelines
  • What Should the Audit Committee Know About Cyber Security Issues?


According to an annual survey of directors of major North American companies, conducted by Directors & Boards magazine, Blank Rome consistently ranks as a “Top 10” firm nationally specializing in corporate governance matters. The practice has also been named the “Top Law Firm for Corporate Governance” by The Legal Intelligencer as part of its Best Law Firm Corporate Practices contest.