Overview

A single employee's misguided action can erase years of an organization's accumulated value. Employees, many of whom believed they were acting in the best interest of their organizations, have created a host of legal, operational, financial and ethical issues for companies.

Stinson assists clients in managing, identifying and prioritizing their legal, compliance and fraud risks in practical and effective ways. We work collaboratively with the organization to design, implement and assess programs to prevent, detect, remediate and mitigate violations of law or regulations, as well as misconduct that costs the organization money. These are not isolated programs, rather we integrate them within the organization's framework of governance, risk and compliance. The effectiveness of an organization's compliance program is a key factor in regulators' and prosecutors' decisions to bring civil or criminal enforcement actions, as well as the severity of a civil penalty or a criminal sentence.

We help clients design, implement and test effective and practical compliance programs that meet the requirements of U.S. and international standards.

Attorneys also develop enterprise-wide programs that cover the range of clients' legal and fraud risks, as well as specific programs that focus on particular legal requirements, such as antitrust, Foreign Corrupt Practices Act (FCPA), regulatory, government contracting, government ethics rules and regulations, privacy, records retention and information governance, immigration, intellectual property, health care fraud prevention, environmental, election law and campaign finance, occupational safety, and securities laws.

Governance

We regularly advise issuers on the New York Stock Exchange, NASDAQ, NYSE Market (formerly known as AMEX) and SEC governance requirements. Our attorneys integrate this advice with our SEC compliance work to provide a seamless service where nothing is overlooked. We consult with audit committees on meeting applicable requirements and to address other accounting and auditing concerns. We also work with compensation committees through the annual compensation process and help guide their decisions so that they may be incorporated into a Compensation Discussion and Analysis that meets investor expectations.

We evaluate and implement takeover defenses, including shareholder rights plans, and advise clients on practical strategies to prepare for and deal with activist investors.

Boards and Committees

Our attorneys regularly counsel boards and their standing and special committees regarding their fiduciary duties and responsibilities as part of our securities and M&A practices, especially in connection with transactions involving related parties, conflicts of interest, securities offerings and take-over threats.

We advise boards and committees on governance matters, including board and committee recruitment and composition, board leadership, director independence, committee charters, corporate governance guidelines, programs and policies, self-evaluations, codes of conduct and succession planning.

Attorneys counsel boards of directors on the design, structure and advisability of anti-takeover defenses, including advance notice bylaw provisions, staggered boards and shareholder rights plans.

We assist public company clients with issues arising under the rules and regulations of the SEC, NYSE, NASDAQ, AMEX and other U.S. and foreign governmental and self-regulatory organizations.

In advising boards and their committees, we draw upon our knowledge and experience in M&A, executive compensation, tax, specialized regulations and litigation aspects of corporate governance matters.

Compliance and Risk Management Programs

At Stinson, we tailor our assistance to the specific needs of the business. We use both best practices and innovative solutions to address complex problems, including using a creative form of online compliance training that has received national media attention. We provide practical advice to clients on how to remain in compliance with applicable laws without sacrificing commercial competiveness. Specifically, our corporate compliance and legal risk management work includes:

  • Assisting with key organizational issues such as board oversight and review processes, and establishing compliance governance at the management level
  • Developing board-level and management-level governance to address legal risks and compliance requirements such as Freedom of Information Act and Hatch Act requirements
  • Conducting risk assessments to identify potential areas of legal, regulatory and fraud risk
  • Designing and implementing overall compliance and ethics systems
  • Creating and reviewing codes of conduct
  • Developing programs and procedures aimed at specific risks (e.g., Foreign Corrupt Practices Act, False Claims Act, Anti-Kickback Act)
  • Developing and conducting training and awareness programs through live, virtual and online media at all levels, from boards of directors and senior management to line employees
  • Auditing the effectiveness of existing compliance programs as well as auditing for compliance with specific legal requirements
  • Advising on information and document management issues, including privacy, electronic communications and records retention
  • Advising on regular training for company employees who interact with state or federal government employees
  • Counseling clients on the need to go beyond Dodd-Frank, Sarbanes-Oxley and Foreign Corrupt Practices Act compliance
  • Advising on government legal issues including government ethics, information-sharing, real estate, intellectual property, land-use, transportation, appropriations, technology, human resources, fundraising, and interaction with private organizations and the federal government

Internal Investigations and Enforcement Proceedings

We regularly advise boards of directors, committees and management involved in high-profile crises. These crises often involve having to deal simultaneously with regulators, prosecutors, insurers, lenders, private and class-action plaintiffs, auditors and the media. More importantly, we also counsel clients on proactive steps that they can take to prepare for a crisis in order to make their response to a crisis more timely and effective.

Our experience with complex matters and crisis management enables us to conduct cost-effective internal investigations, including on behalf of boards and committees, before an issue comes to the attention of prosecutors and regulators or otherwise becomes public. Our attorneys have conducted multijurisdictional investigations involving alleged misconduct occurring all over the world, including the United States, Europe, Mexico, Africa, Australia, South America and India. We have an extensive network of foreign counsel that we can call upon to assist us with navigating the laws and enforcement agencies of many countries. Attorneys also assist companies on the design and creation of controls and provide training for internal investigations.

We also have extensive experience responding to SEC and other regulatory inquiries, formal and informal investigations, and enforcement proceedings.

D&O Indemnification and Insurance

We counsel clients in the design and review of their D&O insurance programs. We also assist them in interacting with their insurance carrier in order to maximize recovery under an insurance policy if the need should arise.

We advise clients on the design and implementation of D&O indemnification provisions in charters, bylaws, limited partnership agreements, limited liability company agreements and individual indemnification agreements, taking into account the applicable statutory and case law.


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