Hunton Andrews Kurth LLP has a long history of boardroom level relationships, and we understand the importance of establishing and maintaining effective, efficient and responsive boards of directors. We are well-versed regarding public and private dialogues on governance, oversight, risk management, compliance, and shareholder engagement issues. We are well-positioned to integrate the firm’s experience in areas including antitrust, executive compensation, environmental, insurance coverage counseling, health care, privacy and litigation into boardroom dialogues.

We have represented boards of directors and their audit, nominating, governance and special committees; individual directors; and senior executives on a range of corporate governance matters, investigations, and related issues. Representative clients include an array of middle-market companies in multiple industries, as well as Fortune 100 companies, public company directors and officers, and nonprofit companies. In addition, we are ranked as a Tier 1 Corporate Law practice by U.S. News Best Law Firms.

Matters for which we have provided advice include:

• Fiduciary duties, conflicts of interest transactions, standards of conduct, director independence, corporate social responsibility, and ethics.
• Oversight and risk management.
• Federal and state securities laws, and public disclosures.
• Governance and compliance issues related to mergers, acquisitions, and other major transactions.
• Internal controls assessments, legal compliance under Sarbanes-Oxley and Dodd-Frank legislation, and investigations including those of whistleblower complaints and other sensitive matters.
• Conduct of shareholder meetings, strategic responses to shareholder proposals, proxy statements, and proxy solicitation.
• Vote recommendations of proxy advisory firms.
• Executive compensation, incentive compensation plans, and senior executive employment contracts.
• Assistance with annual board and CEO evaluations.
• CEO succession planning.
• Legal issues concerning financial reporting, financial restatements, and related accounting and auditing matters.
• Insurance coverage counseling, including D&O policy analysis, review of emerging issues, and assistance with policy placements to maximize protection for companies and board members.
• Investor relations matters.
• Review of corporate charters, bylaws, defensive measures, and board governance policies.
• New York Stock Exchange, NASDAQ, and other stock exchange rules.
• Department of Justice and state law enforcement investigations and actions.
• Director liability protection, including review and negotiation of D&O policies and indemnification agreements.

Representative Matters

• Represented the independent directors of a US publicly traded utility holding company in its $4.7 billion sale to an investor consortium.
• Represented several S&P 500 companies in connection with stock accumulations and shareholder activism by well-known activist hedge funds.
• Represented the board of directors of several S&P 500 companies in conducting board evaluations, CEO evaluations, and CEO succession planning.
• Represented the special committee of a leading financial institution in its internal investigation into multibillion-dollar losses relating to the collapse of the subprime mortgage industry.
• Represented several S&P 500 companies and their boards of directors in internal investigations. Represented a special litigation committee in responding to shareholder litigation relating to CEO succession planning.
• Represented numerous S&P 500 companies in responding to shareholder proposals on a variety of corporate governance topics, including takeover defenses, disclosure of political spending, and various social and environmental issues.
• Represented board members and companies seeking coverage under D&O and other insurance policies.
• Represented boards and special committees evaluating possible merger, acquisition, and disposition transactions.
• Represented the CEO and director of an NYSE-listed company in connection with an SEC investigation into residential mortgage- backed securities.
• Represented the CEO and board chairman of an NYSE-listed company in connection with a Foreign Corrupt Practices Act investigation by the SEC and Department of Justice.