Practices: Corporate Practice

Issues that involve fiduciary responsibility are among the foremost concerns of any senior executive or member of a board of directors. That is particularly true in today’s complex compliance environment, where government regulators and law enforcement officials utilize novel legal theories to target companies and their officers and directors for both civil and criminal investigations – with sanctions, large fines and even prison sentences as possible penalties. With so much at stake, you need guidance from a skilled advisor who knows the most effective ways to help you fulfill your responsibilities to shareholders and stakeholders within the letter and the spirit of the law.

High-Level Counsel

Ungaretti & Harris attorneys provide the kind of high-level counsel and personal attention that officers and directors of public and private companies expect from an experienced corporate firm. You get the kind of energy, creativity, dedication, attention to detail and collaborative style that fosters close interaction with us as outside counsel. We recognize that this kind of attention is at its most critical when dealing with the most sensitive issues. Ultimately, we believe that this approach fosters, non-confrontational problem solving in even the most tense situations, such as disputes among executive teams, boards of directors, equity holders and other stakeholders. Officers and directors have direct access to a partner who will become familiar with their needs and create close working relationships through communications and attendance at board and board committee meetings. We always carry out our role by acting in the best interests of your company and its stakeholders, and bring the full resources of our firm to bear on all your business concerns.

Exceptional Advantages

As a mid-sized firm, we are a cost-efficient alternative that offers much more personal involvement than that afforded by our “mega-firm” competitors. You get quality comparable to that of much larger law firms, but our size allows exceptional communication, fast response and personalized service. The result is superior legal services provided in partnership with you to help you achieve your business goals. That includes all areas of fiduciary duty and corporate compliance, such as:

• Guidance in dealing with such strategic concerns such as responding to takeover proposals and structuring of executive compensation programs.
• Assistance in implementing internal reporting controls that complying with Sarbanes-Oxley, the Foreign Corrupt Practices Act, the USA Patriot Act, and similar statutes.
• Reviewing corporate policies, including those for handling “whistleblower” complaints, in order to assure legal compliance.
• Confidential conduct of internal investigations regarding allegations of misconduct or breach of fiduciary duty.

Practical Assistance

You know that some of your most difficult questions on proper conduct involve practical, everyday issues. Ungaretti & Harris has worked side-by-side with many clients to resolve concerns before they become problems. That includes strategic counseling on even the most complex transactions (such as our help to one client with a simultaneous spin-off of assets, leveraged refinancing and potential acquisition) and difficult governance questions (as when we represented a private company director in the sale of his investment to another investor, arranging for board approval while dealing with the inherent conflict of interest situation).

Fiduciary Responsibility

Working with general counsel and boards of directors, our lawyers know the right questions to ask and the right standards to implement corporate compliance programs, manage issues relating to director and officer liability insurance, records retention and destruction policies, conflict of interest standards, auditor independence, and accuracy and completeness of proxies and other financial filings.

Boards and their Audit and Compliance committees turn to us for help with all their major governance concerns, such as:

• Advising on the composition and procedures of boards of directors and their committees, including the audit committee.
• Developing or revising the charters of board audit, compensation, nominating and governance committees.
• Drafting ethics and corporate governance guidelines, codes of conduct, whistle-blower procedures, and other governance policies.
• Ensuring full disclosure in SEC filings and other public communications.
• Preparing or amending shareholder rights plans.
• Advising on fiduciary responsibilities in unsolicited takeovers, tender offers, proxy contests, and similar corporate control controversies.
• Structuring of joint ventures and other business arrangements so that they comply with all aspects of the antitrust laws.
• Counseling on executive compensation plan design and compliance.

Disclosure Assurance

We understand the timing, methodology and requirements of disclosure concerning events that are important and material to your results. Disclosure has become a key corporate issue, and we guide you through the complexities that govern forward-looking statements, securities analyst briefings and Internet web site disclosure. We also help you establish insider-trading policies and monitor ongoing compliance with them. Because the whole body of governance laws and procedures is changing so rapidly, we keep on top of the latest regulatory pronouncements and disclosure requirements and tell you what they mean to your business. Because filing requirements can involve significant differences of interpretation, we work closely with you to review the alternatives and assess the risks involved in every disclosure action.

Compensation Design

Executive compensation arrangements are at the heart of many fiduciary concerns, and we can advise you on all aspects of equity and deferred compensation planning for executives. You get the kind of in-depth understanding of tax, accounting, disclosure and securities considerations necessary to implement effective equity compensation arrangements. That includes guidance on stock option, appreciation and incentive plans. We frequently represent companies and executives in connection with employment, consulting, and severance agreements. Clients also regularly ask us to design golden parachute agreements, deferred compensation plans, executive retirement plans, and other funding arrangements.

Compliance Investigations

Corporations and public agencies, CEOs and CFOs, Boards of Directors, Audit Committees and independent auditors all turn to Ungaretti & Harris when they need help to investigate questionable financial or regulatory conduct in their organizations. We thoroughly understand the requirements of such investigations, whether in the context of securities and commodities law compliance or whistleblower allegations under Sarbanes-Oxley, and provide you with:

• Prompt responses.
• Thorough, professional and responsible investigations and interviews.
• Detailed reporting on what actions the members of your organization took, whether those actions were proper, and what remedial steps are necessary.
• Confidential advice on how directors and officers should meet their fiduciary responsibilities.
• Effective guidance and strong advocacy in the event of litigation due to criminal conduct.

When questions of improper conduct arise, protecting your interest as a corporate fiduciary requires quick action, confidentiality and insight into the demands of prosecutors and regulators. That’s what you get from us.

Insightful Guidance

For any company, public or private, effective corporate and governance counsel is essential to successful operation. A manager's judgment in interpreting a regulation, or an executive's decision in structuring a transaction can involve subsequent allegation of illegal or criminal activity, no matter how spotless your organization's reputation. Ungaretti & Harris understands your concerns, and gives you insightful corporate guidance.