Corporate Governance

The corporate governance practice at Skadden advises public and private companies, management, boards of directors and board committees on a full range of corporate governance and ESG matters and fiduciary duties.

A core focus of our practice is representing companies in connection with their executive compensation planning and disclosure as well as governance and compliance under laws such as the Sarbanes-Oxley Act and the Dodd-Frank Act. Our corporate governance lawyers assist companies with responding to shareholder proposals, dealing with Institutional Shareholder Services and other proxy advisory firms, and preparing proxy and annual meeting processes and best practices. We also represent companies on the most current corporate governance issues and trends, including proxy access, say-on-pay, shareholders’ ability to call special meetings and majority voting in director elections. Our team also works closely with our SEC reporting and compliance practice in governance-related areas involving securities laws and regulations.

Skadden attorneys counsel clients regarding governance in the context of duties of directors in change-in-control transactions; executive succession; financial reporting irregularities; internal investigations, including those by special committees of boards of directors; and auditor independence. We closely monitor and advise clients on evolving best practices and on corporate governance and ESG proposals put forth by Congress, the SEC, the stock exchanges and independent policy groups. We evaluate compensation plans, including analyzing the potential responses of proxy advisory firms and their impact on say-on-pay votes, avoiding adverse tax consequences, and ensuring compliance with securities regulations. Our group also advises on regulatory matters relating to mergers and acquisitions and counsels on negative recommendations from the leading proxy advisory firms on key matters being considered at the annual meeting of shareholders.

In addition to our Corporate Governance Group being named a top practice by The Legal 500 UK in 2021, Skadden has been named the top corporate law firm in the United States in Corporate Board Member magazine’s annual survey of “America’s Best Corporate Law Firms” more than any other law firm. The survey asked directors of publicly traded companies to select “a firm they would most likely turn to for corporate legal matters.”