Corporate Compliance and Governance


For ongoing entities, Conner & Winters regularly provides corporate governance and compliance counsel on a broad range of issues.  We support the work of in-house corporate attorneys and management in both small and large entities with issues ranging from contract review to compliance issues.  We have extensive experience in providing counsel and practical advice regarding virtually all issues relating to stockholder and director matters, and frequently serve as counsel at board, board committee and stockholder meetings of major public companies to assist with governance and compliance issues.  We have represented clients in all aspects of corporate compliance matters, including issues arising under the Dodd-Frank Act, the Sarbanes-Oxley Act, False Claims Act, Foreign Corrupt Practices Act, anti-kickback laws and similar laws.

We provide counsel and assistance on matters such as:

  • Development of corporate policies and compliance programs, including codes of conduct and insider trading policies
  • Contract negotiation and review of virtually all types
  • Compliance with the Sarbanes-Oxley Act
  • Compliance with the Dodd-Frank Act
  • Preventative actions corporate officers and business management may take to avoid liability and regulatory exposure
  • Executive compensation, including preparation of executive and other management compensation agreements
  • Preparing officer and director indemnification agreements
  • Assisting with executive and key employee terminations
  • Document management and retention
  • Corporate management training
  • Corporate audits and disclosures
  • Business ethics and related matters
  • Conducting outside counsel investigations
  • Engagement of experts
  • “Whistleblower” investigation and defense
  • Board, board committee and stockholder meetings
  • Duties, responsibilities and liabilities of directors and officers
  • Stock exchange compliance

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