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CORPORATE GOVERNANCE & COMPLIANCE

We advise clients on an array of corporate governance-related matters. We draw on our depth of experience in corporate governance matters to provide advice that integrates current best practices, knowledge of the client and practical judgment to address complex situations that pose regulatory and liability risks. Our advice involves compliance with applicable legal and regulatory corporate governance requirements, including those arising from the the Sarbanes-Oxley Act of 2002 and other federal laws regulating corporate activities, Securities and Exchange Commission (SEC), New York Stock Exchange and The NASDAQ Global Select Market rules and regulations, and applicable state corporate laws.

Corporate governance matters on which we provide advice include:

  • Composition of boards of directors and committees
  • Corporate governance guidelines and committee charters
  • Board and committee process and procedures, including oversight responsibilities and function for the board and each committee
  • “Best practices” for boards, committees, individual directors and officers
  • Board and committee self-evaluations
  • Corporate governance-related disclosure requirements
  • Director and officer fiduciary duties and responsibilities
  • Executive compensation
  • Compliance with legal and ethical requirements, including implementation and updating of code of business ethics and code of ethics for senior financial officers.

We also aid clients in conducting internal investigations, when needed, and in implementing ethics and compliance programs. We design and tailor compliance programs to meet each client’s business requirements, taking into account the existing organizational structures, culture and needs. Our attorneys are experienced in applicable areas such as antitrust, employment, environmental, Foreign Corrupt Practices Act, government contracting, political campaign law, securities law, record retention, intellectual property and international trade. Our programs assist clients in complying with the federal Organizational Sentencing Guidelines, the Sarbanes-Oxley Act, and the regulatory requirements of the SEC and various stock exchanges.

Publications

Private equity’s top ten issues for the next president

U.K. now requires supply chain transparency on human trafficking risks

Doing business in California or the UK? You may be required to be a watchdog for human trafficking

Key details about the Defend Trade Secrets notification requirement

What you need to know about federal trade secret protection

For family businesses, the role of the attorney comes full circle

Protecting the identity of your LLC members, LP partners in litigation, Part II: Strategies for discovery

Protecting the identity of your LLC members, LP partners in litigation, Part I: Motions to remand

Proposed Bankruptcy Fairness and Employee Benefits Protection Act of 2014 would place significant restrictions on employers in bankruptcy

NLRB posting requirement struck down by court; federal contractors still on the hook

Blog Posts

Home Depot directors prevail in cybersecurity liability claim

Cybersecurity liability: Delaware has good news for directors

8 tips for engaging ACO boards to meet requirements in the Final Waivers

News

Victims of tech support scheme again targeted by scammers

Emily Wang Murphy appointed to Lawyers Have Heart board

Three Thompson Coburn attorneys tapped for St. Louis Magazine’s 2016 ‘Power List’

Claire Schenk appointed Receiver in FTC enforcement action against tech support scam

Congratulations to our 2017 ‘Lawyers of the Year’

Matt Hafter joins corporate practice in Chicago

A merger story: Tom Minogue and Jack Musgrave discuss 20 years as Thompson Coburn

Congratulations to the new Thompson Coburn partners for 2016

Supporting worldwide growth of Enterprise

Congratulations to our 8 ‘Lawyers of the Year’

27 Thompson Coburn attorneys recognized in 2015 Chambers USA

Kim Eilerts named a 2015 BTI Client Service All-Star

Explore ‘Current Issues in Securities Litigation’ at Feb. 23 ABA event

Kim Eilerts joins boards of Epworth Children and Family Services, St. Louis chapter of U.S. Green Building Council

Michael Hawthorne to lead webinar on ‘The JOBS Act and its Regulatory Implications’

Tom Minogue named chair of University of Missouri-St. Louis board

Los Angeles litigator, business advisor Rich Reinis joins Thompson Coburn

Health care attorney John S. Howard joins Thompson Coburn

Thompson Coburn earns eight national top-tier rankings in U.S. News ‘Best Law Firms’ survey

Congratulations to our 15 St. Louis ‘Lawyers of the Year’

112 Thompson Coburn attorneys featured in 2015 Best Lawyers list

Christina Randolph joins Thompson Coburn’s health care practice group

29 Thompson Coburn attorneys recognized in 2014 Chambers USA

Claire Schenk to speak at 10th Annual ABA National Institute on False Claims Act

Higher education attorney Aaron D. Lacey joins Thompson Coburn

Bob Wallace article: What’s acceptable behavior in the sports workplace?

Webinar will review attorney client privilege for in-house counsel

Thompson Coburn closes acquisition of Lion’s Choice restaurants

Tim Noelker joins Catholic Charities USA board of trustees

Claire Schenk talks about her work on record-setting fraud settlement for U.S. Attorney’s Office

Rob Lang publishes e-book on corporate governance litigation

19 Thompson Coburn partners named 2013 St. Louis Lawyers of the Year

Bob Wallace, Jan Paul Miller publish article on compliance lessons from the Penn State fiasco

Jim Slear featured in BBC reports on New York financial services regulator

Rick Reibman joins Thompson Coburn as a partner

Bob Wallace joins Thompson Coburn as partner

Partner
St. Louis
314 552 6172

As Vice-Chair of the Firm’s Mergers and Acquisitions practice, Kim strives to help corporate leaders think creatively to address the challenges that confront their organi...

As Vice-Chair of the Firm’s Mergers and Acquisitions practice, Kim strives ...

Kim Eilerts
Partner
Chicago
312 580 2233

Barry serves as an advisor to publicly held and private companies as well as individuals involved in all types of complex transactions.

Barry serves as an advisor to publicly held and private companies as well a...

Barry Fischer
Partner
Chicago
312 580 2207

Jay serves as a critical business partner and advisor for a variety of companies, from startups to multi-level international organizations.

Jay serves as a critical business partner and advisor for a variety of comp...

A. Jay Goldstein
Partner
Chicago
312 580 2216

Joel is an experienced corporate transactional lawyer who, for decades, has been sought out by clients of all sizes to counsel them through complex business combinations ...

Joel is an experienced corporate transactional lawyer who, for decades, has...

Joel Haber
Partner
Washington, D.C.
202 585 6936

Nationally recognized in the areas of corporate law, mergers and acquisitions, and securities law, Michael has extensive experience working on securities matters and help...

Nationally recognized in the areas of corporate law, mergers and acquisitio...

Michael de Leon Hawthorne
Partner
St. Louis
314 552 6054

For more than 30 years, Steve has maintained a national trial and litigation practice in complex commercial disputes and white collar crime cases.

For more than 30 years, Steve has maintained a national trial and litigatio...

Steve Higgins
Partner
St. Louis
314 552 6485

Benjamin is a corporate advisor and business strategist for a wide variety of privately-held businesses, manufacturers, financial institutions, and nonprofits.

Benjamin is a corporate advisor and business strategist for a wide variety ...

Benjamin Hulsey
Associate
Chicago
312 580 5068

Emily represents clients in mergers and acquisitions, financial transactions, and related corporate matters.

Emily represents clients in mergers and acquisitions, financial transaction...

Emily Jenkinson
Partner
Chicago
312 580 2342

David is a corporate architect who develops and implements creative legal strategies that help clients achieve their high-level business and financial objectives.

David is a corporate architect who develops and implements creative legal s...

David Kaufman
Partner
Los Angeles
310 282 9430

Recognized as one of the top woman litigators in California by The Daily Journal, Helen represents public and private companies, their directors, officers and principal s...

Recognized as one of the top woman litigators in California by The Daily Jo...

Helen Kim
Partner
St. Louis
314 552 6176

Tom practices in the firm’s corporate and securities group.

Tom practices in the firm’s corporate and securities group.

Tom Kinsock
Partner
St. Louis
314 552 6171

Andy practices in the firm’s corporate finance and securities practice group.

Andy practices in the firm’s corporate finance and securities practice grou...

Andy Klinghammer
Partner
St. Louis
314 552 6170

Michele serves as a key corporate securities and compliance advisor to public and private companies.

Michele serves as a key corporate securities and compliance advisor to publ...

Michele Kloeppel
Senior Counsel
St. Louis
314 552 6068

Bob advises public companies on a wide range of sophisticated corporate finance and securities transactions.

Bob advises public companies on a wide range of sophisticated corporate fin...

Bob LaRose
Associate
St. Louis
314 552 6576

Sarah advises corporate clients on mergers and acquisitions, securities law compliance, corporate governance and general business counseling.

Sarah advises corporate clients on mergers and acquisitions, securities law...

Sarah Larson
Partner
St. Louis
314 552 6069

Mike focuses his legal practice on public finance, corporate law, business transactions, governmental and nonprofit law.

Mike focuses his legal practice on public finance, corporate law, business ...

Michael Lause
Partner
St. Louis
314 552 6072

Tom is a veteran M&A and corporate finance attorney who provides clients with common-sense solutions to address complex transactional issues.

Tom is a veteran M&A and corporate finance attorney who provides client...

Tom Litz
Associate
St. Louis
314 552 6222

Taylor practices in the firm's Corporate and Securities group, where he focuses primarily in the areas of mergers and acquisitions, securities regulation and compliance, ...

Taylor practices in the firm's Corporate and Securities group, where he foc...

Taylor Melching
Associate
St. Louis
314 552 6542

Greg represents clients in mergers and acquisitions and sophisticated securities offerings, and offers advice on the wide range of regulatory and compliance issues affect...

Greg represents clients in mergers and acquisitions and sophisticated secur...

Greg Mennerick
Chairman
St. Louis
314 552 6080

Tom has served as chairman of Thompson Coburn for 16 years, leading the firm through a period of growth and nationwide expansion.

Tom has served as chairman of Thompson Coburn for 16 years, leading the fir...

Tom Minogue
Partner
Washington, D.C.
202 585 6939

Emily counsels owners and executives of private and public companies on day-to-day corporate matters, as well as their long-term business objectives.

Emily counsels owners and executives of private and public companies on day...

Emily Wang Murphy
Partner
St. Louis
314 552 6219

Greg counsels entrepreneurs, investment advisors and major institutional investors on a wide range of securities offerings and transactions while providing comprehensive ...

Greg counsels entrepreneurs, investment advisors and major institutional in...

Greg Patterson
Associate
St. Louis
314 552 6569

Brent practices in the firm's corporate and securities practice group.

Brent practices in the firm's corporate and securities practice group.

Brent Trame
Associate
Chicago
312 580 5058

Nathan advises mid-market, growing and emerging technology, health care, and energy companies on securities compliance, financing, licensing and other commercial transact...

Nathan advises mid-market, growing and emerging technology, health care, an...

Nathan Viehl
Partner
Chicago
312 580 2325

Backed by more than 25 years of experience, Kevin handles a wide range of transactional and governance matters for corporate clients and financial institutions.

Backed by more than 25 years of experience, Kevin handles a wide range of t...

Kevin Young