Ropes & Gray is routinely sought out to advise boards of directors, special committees and company management on governance issues, shareholder relations and compliance matters. In this role, we advise clients in connection with the following:

• 1934 Act reporting and disclosure issues
• Sarbanes-Oxley compliance, including internal controls and disclosure controls
• Fiduciary duties under applicable state law
• NYSE and NASDAQ listing standards
• Shareholder relations including shareholder proposals, activist shareholders, and Regulation FD compliance
• Advice on trading matters
• Compensation committee matters, including executive compensation and benefits plan design
• FCPA compliance
• Audit committee structure and concerns
• Special investigations, including informal and formal SEC requests
• Compliance programs
• Government enforcement 
• Takeover readiness and defense

We serve as general counsel to many public companies across all industries, including Affiliated Managers Group, Inc., Atlas Air Worldwide Holdings, Biogen Idec, Carter’s, Covidien, CRC Health Corp., Domino’s Pizza, EMAK Worldwide, Genzyme, Green Mountain Coffee Roasters, GT Solar, Hanover Insurance Group, Hasbro, LPL Financial, Michaels Stores, Skillsoft, The TJX Companies, and West Corporation.

For further information on our Corporate Governance and Compliance practice group, please contact:

Paul Kinsella

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