Corporate Governance

Gallop, Johnson & Neuman attorneys advise corporations, their directors, management, and shareholders on a wide variety of governance issues.  We assist clients in understanding both applicable legal obligations and in establishing policies and programs to fulfill those obligations.  Our planning and compliance support risk management and proactive measures to limit potential liabilities of our clients and to best position them for successful response in the event of regulatory or other challenges.  We also assist clients responding to potential governance issues, internal reviews or investigations, corrective actions and programs, and provide litigation defense.  We represent both for-profit and not-for-profit corporations, public and private companies, and businesses other than corporations, such as limited liability companies, partnerships, and closely held or family businesses.  Among the particular areas in which our lawyers offer expertise are:

• Accounting issues;
  
• Audit committee representation;
  
• Chief Executive Officer and Chief Financial Officer certifications;
 
• Codes of conduct;
 
• Compliance programs;
  
• Corporate accountability and enforcement;
  
• Defense of businesses reputations and defamation suits;
  
• Derivative suits;
  
• Directors and officers liability insurance;
  
• Disclosure policies and procedures, including regulation FD;
  
• Ethical issues and policies;
  
• Fiduciary duties and allegations of breach;
  
• Foreign Corrupt Practices Act (FCPA);
  
• Governance best practices;
  
• Governance counseling;
  
• Independent director counseling and representation;
  
• Internal controls;
  
• Internal investigation;
  
• Legal audits;
  
• Legal crisis management;
  
• NYSE and NASD compliance;
  
• Proxy contests;
  
• Regulatory agency enforcement;
  
• Regulatory compliance and governance;
  
• Risk management;
  
• Sarbanes-Oxley compliance, reporting, and certification;
  
• Securities and Exchange Commission (SEC) reporting and compliance;
  
• Securities and financial institution;
  
• Social responsibility issues;
  
• Special investigations;
  
• Training and education;
  
• Whistleblower actions, including False Claims Act or Quitclaim cases;
  
• White collar criminal defense.