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Bracewell attorneys counsel publicly held companies, their boards of directors, committees and senior executives, and public accounting firms on a wide range of corporate governance matters, including the Sarbanes-Oxley Act of 2002.  We provide advice on disclosure controls and procedures, change-of-control transactions, composition and functioning of boards of directors and committees, bylaws, analysis and approvals of conflicts of interest, and fiduciary duties of directors. 

We also help management of public companies ensure compliance with securities law and SEC and stock exchange disclosure obligations, ranging from preparation of Forms 10-K, 10-Q and 8-K, to compliance with Regulation FD in the communication of material information to investors, and the establishment of Section 16 preclearance, window period and filing programs.

Our attorneys help clients develop ethics standards, policies and programs and the training programs that communicate them to officers, directors and employees.  We provide guidance on best practices, charters and fiduciary duties of boards and committees.  Our counsel covers matters ranging from day-to-day operations to strategic transactions such as mergers, acquisitions, financings, and debt and equity offerings.  We help structure special committees to monitor securities transactions involving insiders and affiliates.  When potential problems or conflicts are identified, we conduct internal investigations and provide effective solutions to ensure compliance.  We also represent clients in external investigations and before regulatory and enforcement agencies, including self-regulated securities exchanges.

Many aspects of the internal operations of private companies are governed by contract, reflecting relationships that may give rise to conflicts of interest and duty of loyalty issues for board members.  Similarly, although the bulk of the provisions of Sarbanes-Oxley apply only to public companies, certain provisions of the Act apply to all companies.  These include whistleblower protections, prohibitions against destroying, covering up or falsifying documents to impede, obstruct or influence a federal investigation, and increased penalties for securities fraud and white-collar crime.  We help private companies establish, review and enforce policies to prevent inadvertent violations of these laws, and to minimize the likelihood of conflicts of interest.

We regularly conduct legal audits regarding compliance issues, prepare and document codes of conduct and ethics policies, and conduct internal investigations of whistleblower allegations, accounting irregularities, and potential fraud and other wrongdoing.  We also represent clients subject to governmental agency investigations.