CORPORATE GOVERNANCE & COMPLIANCE
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- EXPERIENCE
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CONTACT
- Tom Litz
- 314 552 6072 314 552 6072 direct | Email
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 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.
Case Studies
Publications
Understanding Universal Proxy Rules and Navigating Increased Shareholder Activism
Final Rules Issued Amending SEC Schedules 13D and 13G Beneficial Ownership Reporting Requirements
SEC adopts new executive clawback requirements for erroneously awarded compensation
Do you want your EEO-1 reports made public?
SEC urges SPACs to include disclosures of conflicts of interest
12 answers: The federal contractor vaccine and masking requirements
A two-minute overview of the September 9 executive order on contractor “vaccines”
SEC expands private placement availability by easing integration requirements
Three key elements of good corporate governance
SEC adopts new procedure for confidential treatment requests and extensions
Beware the tail of the dog: 5 tips in dealing with employee benefits in mergers and acquisitions
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
What you need to know about federal trade secret protection
Protecting the identity of your LLC members, LP partners in litigation, Part I: Motions to remand
NLRB posting requirement struck down by court; federal contractors still on the hook
Blog Posts
What’s new for medical cannabis facilities after the Cannabis Regulation and Tax Act
Getting ready for ED’s new state authorization rule
Six years after Penn State, has college athletics really reformed its crisis response?
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
Industry Coverage: David Kaufman Discusses Shein IPO
David Kaufman Discusses Reasons Behind Stock Drops in Fashion IPO Market
David Kaufman and Nathan Viehl Discuss Tips on Leverage When Selling Your Business
Corporate and securities partner Susan Fisher joins Thompson Coburn in Dallas
Brent Trame named a 2020 BTI Client Service All-Star
Tom Minogue to receive ICON Award from Missouri Lawyers Media
Congratulations to our 14 ‘Lawyers of the Year’ for 2020
Thompson Coburn announces leadership Succession Plan
Thompson Coburn supports agricultural growth through the Center for Soybean Innovation
Thompson Coburn earns 11 national top-tier rankings in U.S. News 2019 ‘Best Law Firms’ survey
Barry Klinckhardt, Susan Myers among 2018 Corporate Counsel Award winners
Victims of tech support scheme again targeted by scammers
Emily Wang Murphy appointed to Lawyers Have Heart board
Two 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
Congratulations to our 8 ‘Lawyers of the Year’
25 Thompson Coburn attorneys recognized in 2015 Chambers USA
Tom Minogue named chair of University of Missouri-St. Louis board
Los Angeles litigator, business advisor Rich Reinis 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’
27 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
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
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Chicago
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Senior Counsel
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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 ... |
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Partner
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New York
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James serves as legal adviser to investors, entrepreneurs, investment advisers and investment bankers as they fund or invest in new companies, grow established private co... James serves as legal adviser to investors, entrepreneurs, investment advis... |
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Partner
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Chicago
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David is Co-Chair of the Firm's national Corporate and Securities Practice Group. David is Co-Chair of the Firm's national Corporate and Securities Practice ... |
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Partner
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St. Louis
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Michele is Co-Chair of the Firm's Corporate and Securities Practice Group and serves on the Firm's Management Committee. Michele is Co-Chair of the Firm's Corporate and Securities Practice Group a... |
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Partner
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St. Louis
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The Chair of Thompson Coburn's Higher Education Practice, Aaron assists institutions to navigate a wide range of complex legal and regulatory matters. The Chair of Thompson Coburn's Higher Education Practice, Aaron assists ins... |
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Partner
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St. Louis
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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... |
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Partner
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St. Louis
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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 ... |
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Partner
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St. Louis
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Tom is Co-Chair of Thompson Coburn LLP's Corporate Department. Tom is Co-Chair of Thompson Coburn LLP's Corporate Department. |
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Partner
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New York
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Steve represents financial institutions, businesses and constituencies in major commercial disputes, with a particular focus in lender liability cases, fraud-based invest... Steve represents financial institutions, businesses and constituencies in m... |
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Partner
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St. Louis
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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... |
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Partner
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St. Louis
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Jan is a former United States Attorney with extensive trial experience who represents companies and individuals in major litigation and regulatory actions. Jan is a former United States Attorney with extensive trial experience who ... |
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Senior Counsel
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St. Louis
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Tom is the former Chair of Thompson Coburn, where for 20 years he led the Firm through a period of growth and nationwide expansion. Tom is the former Chair of Thompson Coburn, where for 20 years he led the F... |
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Partner
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Washington, D.C.
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Clients have consistently praised Emily for her "practical, common sense solutions" and "natural instincts" for deal flow. Clients have consistently praised Emily for her "practical, common sense so... |
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Partner
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New York
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Consistently recognized for his dynamic, passionate, and resolute approach, Zachary delivers practical, tactical, and experienced advice to a diverse clientele that inclu... Consistently recognized for his dynamic, passionate, and resolute approach,... |
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Partner
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St. Louis
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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... |
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Partner
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St. Louis
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Brent helps his clients navigate the complexities of mergers, acquisitions, financings, and other significant corporate transactions from initial negotiation through exec... Brent helps his clients navigate the complexities of mergers, acquisitions,... |
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Partner
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Chicago
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Nathan advises both buyers and sellers in a range of sophisticated M&A transactions, including private equity and strategic acquisitions, divestitures, and leveraged ... Nathan advises both buyers and sellers in a range of sophisticated M&A ... |
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Partner
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Chicago |
Los Angeles |
Described by one client as a highly effective "legal quarterback," Kevin handles a wide range of transactional and governance matters for corporate clients and financial ... Described by one client as a highly effective "legal quarterback," Kevin ha... |
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