CORPORATE GOVERNANCE AUDIT

Our Corporate Practice Group believes that business and non-profit organizations need to periodically and systematically review their organizational and corporate governance documents and structure and related policies, procedures and practices. The importance of such a review has been significantly increased by the recent numerous, well-publicized corporate scandals, the resulting increase in regulatory oversight, government enforcement actions and investor litigation and the related focus of boards, investors, regulators, auditors and the public on corporate governance matters and internal controls.

Our corporate governance audit program is focused on companies that do not have the internal resources and/or expertise to manage this broad, complex and rapidly-changing area and on clients that desire an independent professional review of such matters. Our business and corporate attorneys have extensive experience in representing organizations of all sizes, both public and private, and in many different industries. The broad knowledge and experience of our corporate lawyers makes them adept at identifying legal and business risks and weaknesses and formulating creative solutions for addressing the same. As a result of such knowledge and experience, we are able to assist our clients and their owners, boards, managers and employees in structuring their corporate organizational and governance documents and policies so as to (i) improve the effectiveness and efficiency of their company and its board of directors and management and the continuation of the same over time and from generation to generation, (ii) protect the rights and assets of the entity and its various constituents, (iii) minimize the risk and frequency of costly business and legal disputes, (iv) reduce liability exposure to third parties, regulators and others and (v) control and reduce risks related to noncompliance with laws and regulations and other illegal or unethical behavior.

Fee arrangements are subject to discussion. Normally, we recommend a phased approach where we would charge an agreed upon fixed fee for the first phase. In that phase, we would review your organizational and ownership structure, charter documents and minute books and any other documents that you request, which might include director and officer indemnification agreements, D&O liability insurance policies, investor agreements, employment agreements, loan agreements and any other related material contracts and arrangements. In addition, if and to the extent you desire, we would review any of the following corporate governance policies, procedures and practices of your company that you select: board and committee procedures; board approvals; conflicts of interest; insider trading; public disclosure of information; internet disclosures; legal compliance programs; director and officer education; and document retention. We would also visit with your management and owners to gain an understanding of your business and to discuss your specific corporate governance and business issues and concerns. After the visit, we would provide a written report assessing the organizational and corporate governance documents, structure, policies, procedures and practices reviewed by us and discussing our recommendations for improving the same. At that point, we would discuss fees for subsequent phases which would depend on the scope of opportunities and nature of the required work. There is no obligation to proceed after the first phase is completed.

For further information, please contact: Dan Bailey, Jamie Ryan, David Carroll or Tony Sugar