Investigations and Board Counseling

Weil has in-depth experience and expertise in corporate governance counseling. We help our clients combine best practices and practical judgments in governance and disclosure matters to withstand today’s heightened scrutiny and litigation risks, litigate corporate governance claims in a variety of contexts, advise with respect to internal reviews and investigations, and develop robust compliance programs.

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Notable Representations, Key Contacts

Working in close collaboration with our corporate partners in our Public Company Advisory Group, our litigators counsel – and defend in court – many of the world’s largest corporations and their executive officers, boards, independent committees and investors concerning all aspects of corporate governance. Among many other topics, we regularly advise with respect to:
  • Board Composition, Leadership and Function
  • Director Roles and Responsibilities
  • Business Judgment Rule
  • Indemnification and Advancement of Legal Fees
  • D & O Insurance
  • Shareholder Books and Records Demands
  • Shareholder Demands for Litigation
  • Governance of Controlled Companies
  • Controlling Shareholder Transactions
  • Takeover Defenses
  • SEC Reporting and Public Disclosure
  • Sarbanes-Oxley and Dodd-Frank Requirements
  • NYSE and Other Listing Requirements
  • Crisis Management
  • Insider Trading
  • Whistleblower Policies and Procedures
  • Major Regulatory Issues, including the Foreign Corrupt Practices Act and the False Claims Act
  • Executive Compensation
  • Complaints of whistleblowing, discrimination, harassment, and other workplace violations
  • Highly sensitive issues involving senior executives and board members
  • Product recalls
  • Social media and other company policies

We draw on the experience of a cross-disciplinary team consisting of lawyers from across our Litigation department to provide seamless advisory capabilities on an on-demand basis.

Selected Representations

American Express

Bed Bath & Beyond

Krispy Kreme

The Children’s Place

J.P. Morgan

Leading Retailer

National Public Radio

Restoration Hardware

A Private University

Confidential Hospitality Industry Client

Massey Energy Co.

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Recent Announcement

  • Weil Named a “Leading” Firm for Corporate Investigations and White-Collar Criminal Defense – Advice to Corporates Award Brief — Legal 500 US 2024

Securities Litigation partner Stephen Radin is considered a leading expert in the area of shareholder demands and director duties. He is the author of the four-volume treatise, The Business Judgment Rule: Fiduciary Duties of Corporate Directors, which is regularly cited in court decisions regarding shareholder demands.

Global Investigations Review regularly recognizes Weil among the top firms globally for corporate investigations.

Global Investigations Review 2015-2018

Ranked Tier 1 for Corporate Governance Law in New York, Washington, D.C., and Dallas/Fort Worth

US News – Best Lawyers “Best Law Firms” Survey 2018*

* Best Lawyers (in America) is by Levine Leichtman Capital Partners

Firm News & Announcements, Latest Thinking, Recent Announcement

Awards and Recognition

  • Weil Named a “Leading” Firm for Corporate Investigations and White-Collar Criminal Defense – Advice to Corporates Award Brief — Legal 500 US 2024

Speaking Engagements

  • Evolving Standards of Review after Match.com Speaker(s): Evert J. Christensen

    May 1, 2024 — New York, NY — Weil Securities Litigation partner Evert Christensen spoke on a panel entitled “Evolving Standards of Review after Match.com,” which was part of Practising Law Institute’s program, “Delaware Law Developments 2024: What All Business Lawyers Need to Know.” The panel discussed the interrelationship between business judgment and entire fairness standards of judicial review of fiduciary duty claims under Delaware law post-Zuckerberg and Match.com, and intermediate scrutiny review under Unocal/Blasius.

  • The SEC’s Renewed Scrutiny of Earnings Management Using Data Analytics Speaker(s): Lyuba Goltser and Robert Stern

    February 14, 2023 — Head of Weil’s Public Company Advisory Group Lyuba Goltser and Securities Litigation partner Robert Stern moderated a panel webinar entitled “The SEC’s Renewed Scrutiny of Earnings Management Using Data Analytics,” which featured former SEC Commissioner and current Stanford Law professor Joe Grundfest and Michigan business school professor Nadya Malenko. The group discussed the SEC’s use of analytics to identify earnings management, derived in part from the professors’ academic paper, Quadrophobia, and steps companies can take to mitigate risk of SEC enforcement investigations.

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