Corporate Compliance & Governance


Facing heightened scrutiny, increased regulation and enforcement, public and private companies, and their boards, turn to Sherman & Howard for comprehensive guidance on corporate compliance and governance.


Sherman & Howard attorneys have advised and assisted some of the nation’s most preeminent companies on the wide range of corporate compliance and governance issues they face – from day-to-day practices and policies to issues in the context of mergers, acquisitions, hostile takeovers, recapitalizations, corporate restructurings, and cybersecurity issues. Equally comfortable in the boardroom and the courtroom, we are skilled at resolving disputes if and when they arise.

Our attorneys work closely with management, business stakeholders, and in-house counsel, conducting risk assessments to identify issues that pose the greatest risks for potential violations. Then we help develop a sustainable, best-in-class compliance program that leverages the existing work and resources of the company.

We have extensive experience advising and assisting businesses in a broad array of industries including technology, telecommunications, healthcare, financial services, aerospace, manufacturing and distribution, construction, food and beverage, professional services, and energy.

Uncommon Insight

Members of our team include former general and in-house counsel, a chief ethics and compliance officer from well-known companies, a federal prosecutor, and trial lawyers with significant compliance and governance experience working with management, boards of directors, and in-house counsel. These backgrounds ensure the firsthand knowledge and insider’s perspective that enable us to provide exceptional counsel.

Our team members are well versed in all applicable laws and regulations including Dodd-Frank, Sarbanes-Oxley, the Foreign Corrupt Practices Act, and the intricacies of California, Colorado, Delaware, and New York laws, as well as the laws of many other states. This often enables us to provide on-the-spot answers to regulatory questions when they are needed most. Clients also rely on us to represent them before the SEC, the Federal Trade Commission, the U.S. Department of Justice, and other government and regulatory bodies.

Proactive Counsel

Taking a proactive approach, our lawyers anticipate, identify, and mitigate risks before they become problems. We prepare policies, advise on best practices, and offer customized training. Should a crisis arise at any point, we are at the ready with swift, responsive, and decisive counsel.

Our Services

  • Corporate compliance and governance policies, programs, and training
  • Board and committee membership, composition, structure, and procedures
  • Cybersecurity, privacy, and data protection issues
  • Director and officer liability, insurance coverage, and protections
  • Dispute resolution, in and out of court
  • Fiduciary duties
  • Risk management
  • Sarbanes-Oxley requirements and compliance
  • Insider trading, breach of fiduciary duty, fraud, and ethics violations allegations
  • Conflicts of interest and change of control
  • Governance and compliance issues in the context of mergers, acquisitions, and dispositions
  • Shareholder activism issues, proxy contests, and shareholder derivative litigation
  • Special litigation committee creation and representation
  • Voluntary disclosures, reporting requirements, and other obligations
  • Self-audits and internal investigations
  • Government-initiated investigations and enforcement
  • SEC regulations and investigations
  • Reporting obligations under federal securities laws and stock exchange rules
  • Business succession planning
  • Officer, director, and executive compensation and benefits issues
  • Whistleblower protection and retaliation claims
  • NYSE/NASDAQ/FINRA corporate governance issues

Further, we regularly coordinate with members of our Insurance Recovery, Labor & Employment, Executive Compensation, and Litigation, Trials & Appeals teams to ensure counsel that covers all bases.

Experience

  • Represented a medical group in a False Claim Act filing and in a criminal investigation by OIG/HSS and DOJ into alleged violations of the Anti-Kickback Statute. Worked with the group in setting up complying surgical centers, policies, practices, and guidelines for employee and independent contractor involvement to ensure compliance with the statute, and revised structures for referrals and use of medical personnel. As a result, we secured dismissal of the FCA civil action and no criminal charges were filed against the medical group.
  • Advised the boards of multiple companies on anticipating dissenter shareholder issues, and successfully creating special litigation committees under Delaware and Colorado law in order to resolve dissenting shareholder claims before court actions proceeded.
  • Conducted significant trainings of board directors on a yearly basis regarding governance, regulatory compliance, cybersecurity, Sarbanes-Oxley, and conflict of interest issues. The result was a more robust risk management process that enabled the boards to handle issues more promptly and effectively while keeping them under the radar.
  • Advised a medical surgical group on training and compliance with regard to complex coding and billing issues, and helped determine an appropriate strategy for the significant investigation it faced and for compliance to resolve the violations. Met with the group’s board numerous times, provided extensive trainings, advice, and strategy to achieve compliance, and successfully resolve multiple civil and criminal allegations.
  • Advised the board of a large utility on significant cybersecurity and related personnel issues, and in creating risk management plans to avoid risks. This effort, which required significant investigatory work, enabled the company to avoid possible actions.
  • Represented a laboratory and its founder accused of multiple violations of the Anti-Kickback Statute with regard to medical testing procedures. Worked with the lab in setting up a compliance structure and strategy for resolving claims. Our work resulted in resolution of the DOJ claims and no criminal filing against the laboratory or its founder.
  • Represented a medical group facing government agency allegations that it violated the Stark Law and Anti-Kickback Statute with respect to prescription drug compounding and assisted the group regarding compliance to resolve the allegations. Our work in setting up compliance plans enabled our client to avoid liability for payment of numerous government claims.

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