Cleary Gottlieb has been advising clients on corporate governance matters long before the Sarbanes-Oxley Act put the practice area in the spotlight. Our lawyers have broad and deep experience guiding clients through evolving U.S. and overseas regulation and best practices in board operation, director responsibilities and shareholder relations, as well as the practical application of these standards in the context of specific business activity – whether securities offerings, M&A transactions, internal investigations or initiatives of shareholder activists, including proxy contests.  

Our corporate governance practice includes lawyers from diverse practice areas in our offices worldwide who bring complementary insights to this discipline. Our partners and counsel include nine former federal prosecutors, three former SEC General Counsel and two former Directors of the SEC’s Division of Corporation Finance – two of whom had specific responsibility for implementing regulations under the Sarbanes-Oxley Act of 2002. They add their invaluable insider’s perspective to a team that provides clients with advice that is both analytical and practical.

Cleary Gottlieb also offers overseas companies specific expertise in the law of the world’s major financial centers and the ways that U.S. reforms will impact their business and interact with evolving home-country rules and practice. Partners in our U.S., European and Asian offices together wrote The Sarbanes-Oxley Act: Analysis and Practice, an integrated study of the key provisions of the Sarbanes-Oxley Act and related rules, as well as U.S. Regulation of the International Securities and Derivatives Markets (10th ed.), a leading treatise about the U.S. federal securities laws that also addresses the governance implications of U.S. public company status.

We advise public and private corporate clients, institutional investors, board committees and individual officers and directors on the full range of matters that implicate governance regulation and best practice. A core element of our practice is also the representation of business and industry groups in the United States and abroad with respect to emerging regulatory initiatives and the development of practical solutions to address often-conflicting regulation of companies operating in a cross-border environment. And, as regulators worldwide have increased their enforcement resources and vigilance in protecting their home markets, even the best-managed companies face the prospect of enforcement action. Our clients regularly entrust us with some of their most sensitive enforcement matters and investigations.

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