Governance and Compliance:

We advise boards of directors and senior leadership on governance and compliance issues when judgment matters most. Our work focuses on board-level decisions involving regulatory exposure, institutional risk, and reputational consequences.

We work directly with boards, board committees, and senior executives of public companies, private companies, and nonprofit organizations. We advise on fiduciary obligations, governance failures, and regulatory expectations, with a clear understanding of how boards are evaluated by regulators, courts, and stakeholders.

Our governance work includes enterprise risk oversight, board and committee structure, succession planning, shareholder and stakeholder activism, and board-level responses to regulatory settlements and emerging risk. We are frequently engaged during periods of transition, heightened scrutiny, or enforcement activity. The firm also serves as outside general counsel to technology startups and advises nonprofit boards navigating growth, leadership change, or public attention.

We assist boards and management teams across a range of subject areas, including antitrust, privacy, trade and sanctions, ESG, and emerging technology. Our advice is practical and board-facing. We focus on how boards actually function, not how governance works in theory.

We also advise boards on artificial intelligence governance and emerging technology risk. Our work includes helping boards define oversight responsibilities, integrate technology risk into enterprise risk frameworks, and address fiduciary obligations arising from the use of advanced technologies. We regularly speak with directors and senior executives in board-focused settings on these issues.

Our lawyers are often engaged when boards require independent advice on sensitive matters. In certain cases, firm lawyers have been appointed by courts to advise on and oversee nonprofit governance and compliance reforms in independent, court-supervised roles. We also advise boards on governance and compliance obligations arising from criminal and regulatory agreements with U.S. and international regulators.

Our compliance work is tied directly to board oversight. For more than a decade, the firm developed and maintained a Fortune 500 code-of-conduct database hosted by the University of Houston Law Center. We use that experience to help boards oversee codes of conduct, reporting structures, and compliance frameworks in ways that are credible, defensible, and aligned with regulatory expectations.

Education and Board Engagement

Our lawyers regularly engage with directors and senior executives on governance, compliance, and risk oversight. We teach corporate compliance at the University of Houston Law Center and have participated for nearly a decade in Stanford University’s Directors’ College.

We have worked with academic institutions to develop governance and compliance education programs and have organized national forums focused on board oversight and regulatory risk. Our lawyers have published extensively on governance and compliance issues, including more than one hundred articles in Corporate Counsel magazine. The firm also created an early and widely cited database of U.S. Department of Justice deferred and non-prosecution agreements used by boards and counsel as a benchmarking resource.

Representative Governance and Compliance Matters

Recent and representative matters include:

  • Advising Fortune 100 boards on board and committee restructuring in connection with regulatory settlements and enforcement resolutions.
  • Designing director and chief executive succession evaluation and transition processes for Fortune 100 companies and large nonprofit organizations.
  • Assisting boards with enterprise risk oversight, including aligning risk frameworks with committee responsibilities and reporting structures.
  • Advising boards and special committees of multinational companies, global consulting firms, and nonprofit organizations on governance and risk issues arising from regulatory oversight.
  • Counseling boards on the structure and oversight of legal, compliance, and internal audit functions.
  • Drafting and revising core governance documents, including board and committee charters, governance guidelines, codes of conduct, and succession planning materials.
  • Advising boards of global technology, eCommerce, and nonprofit organizations on regulatory risk issues, including ESG, trade, and sanctions.
  • Advising international sports organizations and nonprofit boards on governance, compliance, and emerging technology issues, including cryptocurrency and digital assets.
  • Designing governance and board oversight structures for multinational enterprises, technology companies, and mission-driven organizations.
  • Serving as outside general counsel to technology startups and nonprofit organizations on governance, regulatory, employment, and litigation matters, including organizations preparing for IPOs or significant institutional transitions.
  • Advising boards on governance and compliance issues arising from geopolitical developments, including operations involving Russia and China.