[ Regulatory & Policy ] : This shared workspace allows students to learn from and collaborate with lawyers who have a practice in corporate governance. Take the opportunity to seek perspectives and advice from professionals in this field.

Description:

An attorney who advises issuers on an ongoing basis provides advice with respect to corporate governance matters but with rare exception is “corporate governance” a practice area in itself. Corporate governance itself is cross-disciplinary and hard to define. In an issuer-advisory practice at a large law firm, you frequently find yourself in the role of “outside in-house counsel” – i.e., you build a longstanding relationship with the general counsel, other attorneys and business people of a business entity, who turn to you with all manner of intriguing questions that arise in the context of running a business – questions on everything from director independence issues, proxy disclosure requirements, executive compensation and employee benefits questions, to Sarbanes-Oxley and advance notice requirements. You are the general counsel’s point of reference when they seek to do all the things an entity must do to navigate today’s complex regulatory environment and the interrelationships between the various communities of interest that constitute a corporation. As a corporate governance practitioner, you will find yourself helping clients with all sorts of their needs, including by:

- providing advice to boards of directors and to committees of boards of directors regarding governance and compliance matters

- drafting or modifying governance documents to comply with current requirements and best practices

- working on the establishment and documentation of disclosure controls and procedures pursuant to the Sarbanes-Oxley Act of 2002

- helping structure executive compensation plans to meet new legislative and regulatory requirements

- conducting internal investigations by companies, boards of directors and audit committees

- responding to informal and formal SEC investigations

- drafting disclosure for periodic filings

- giving advice on communications with investors

- compliance with listing exchange requirements.

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