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Corporate Governance

The fiduciary duties and oversight obligations of corporate directors and managers of other types of business organizations are broad in scope, requiring substantial attention to minimize the risk of liability. Our attorneys have been providing advice and counsel for several decades to those individuals who undertake these duties and responsibilities. We have advised boards of directors and board committees on:

  • legal compliance programs, including the development of codes of conduct and insider trading policies and compliance with the Sarbanes-Oxley Act of 2002, related SEC regulations and exchange listing requirements;
  • the development of charters for audit, compensation and nominating committees of the board;
  • duties and responsibilities in evaluating extraordinary transactions such as an offer to purchase the company, adopting anti-takeover measures, approving executive and director compensation programs involving cash based compensation, equity based compensation, deferred compensation and severance components, and approving related party transactions; and
  • conducting special internal investigations.

Giordano, Halleran & Ciesla, P.C. | Middletown, NJ | Trenton, NJ | www.ghclaw.com | 1-800-842-1LAW