Board & Director Advisory Group

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RK&O’s Board & Director Advisory Group helps keep boards and directors out of legal and media cross-hairs by proactively identifying and remediating critical governance and regulatory risks before they can spark a crisis. And for companies that experience a crisis, we help boards, committees and directors craft the most effective response.

The Board & Director Advisory Group draws on the firm’s deep experience over three decades counseling companies, boards, committees, directors and senior executives to diagnose and address governance-related risks before they spawn active problems, and managing problems that turn into crises. The Group’s members include litigators, regulatory and criminal defense specialists, securities and governance experts and corporate lawyers, any combination of which can be deployed in a targeted fashion to meet a client’s particular needs. The Group features experienced partners who have served at senior levels in the Department of Justice, the Securities and Exchange Commission and public companies. Our clients rely on RK&O to develop time-sensitive, risk-based strategies to address constantly evolving regulatory expectations and best practice standards. Our proactive approach enables our clients to monitor and respond to business issues before they become compliance problems or regulatory matters. We anticipate potential corporate governance issues, craft the appropriate response and assist in the implementation of effective procedures and controls to mitigate related risk. more +

When compliance or other governance issues are identified, we counsel corporate boards, committees, directors and senior management on how to respond effectively to ensure that they are adequately discharging their responsibilities to the company and its stakeholders. Whether the response entails a review of the existing compliance environment, conducting an internal investigation, communicating with relevant regulators and law enforcement authorities, defending against civil litigation or taking internal disciplinary action, we provide solutions aimed at minimizing legal, regulatory and reputational risks.

Our governance advice to clients is further informed by our experience working with government officials to resolve complex and novel issues. As a result of this experience, the government and the courts have turned to RK&O lawyers to serve as corporate monitors, compliance counsel, receivers and trustees in a number of high-profile matters, including serving as the Independent Examiner for Computer Associates International, Inc. and Receiver for Bernard L. Madoff Investment Securities LLC.


  • A Demand Committee of a global financial services institution with respect to shareholder derivative demands alleging that officers and directors breached their fiduciary duties by failing to respond adequately to red flags of money laundering violations.
  • Special litigation committee of a public company in investigation of shareholder derivative demands alleging breaches by officers and directors of fiduciary duties in connection with certain transactions with its parent company.  
  • The Special Litigation Committee of the Board of Flagstar Bancorp, Inc. in an investigation of shareholder derivative demands relating to allegations that directors and officers violated their fiduciary duties and made false and misleading financial disclosures concerning compliance with federal mortgage underwriting standards.
  • Special Committee members of RMG Networks Holdings Corporation in a securities class action brought in the Delaware Court of Chancery alleging that they breached their fiduciary duties by approving transactions allowing company insiders to take company private and squeeze out the interests of minority shareholders.
  • Global hedge funds and/or their boards or committees, including the audit committee of Och-Ziff in its recent FCPA investigation, DOJ and SEC resolution and compliance review.
  • Board of Petrobras, the Brazilian state-controlled oil company, in government investigations and civil litigation in the U.S. and Brazil.
  • Board of Trustees of the International Valuation Standards Council (IVSC) in relation to its standard setting efforts.  
  • Audit committee of a public branding company with respect to an internal investigation of accounting issues.
  • Board member of CBS in shareholder securities litigation and dispute between CBS and Redstone entities.
  • ICAP, in close consultation with the board and risk committee, concerning numerous financial benchmark-related regulatory investigations and civil litigations.
  • Audit committee of a financial technology company in an internal investigation regarding allegations of insider trading by executives.
  • Audit committee member in connection with governance issues arising from related-party transactions.
  • Board of a public special purpose acquisition company in connection with the discovery of alleged fraud at a target company.
  • Audit committee of a public company to conduct an internal investigation into whistleblower allegations of self-dealing.
  • Argentine sports marketing company Torneos in DOJ investigation resulting in replacement of entire senior management team; RK&O designed and implemented a new compliance program.
  • Audit committee of Symbol Technologies, a mobile data capture and delivery system manufacturer, in investigation of accounting issues.
  • Hedge funds in obtaining board seats at various U.S. public companies.
  • Board of a business information company in an investigation into allegations of fraud at a French subsidiary.
  • Board members of a global car rental company in an investigation arising from a shareholder demand concerning accounting issues.
  • Board of Performance Sports Group, a sports equipment manufacturer, in SEC investigation of accounting issues and in bankruptcy case.
  • Audit committee of a REIT in an internal investigation and related criminal and SEC investigations of embezzlement and other misconduct by the REIT’s former CEO.
  • Audit committee members in an internal investigation and parallel criminal and SEC proceedings involving accounting irregularities identified by the public company’s outside auditor.
  • Court-appointed independent examiner in United States v. Computer Associates and SEC v. Computer Associates.
  • Court-appointed receiver in SEC v. Bernard L. Madoff Investment Securities LLC.
  • Court appointed receiver in SEC v. Nicholson.
  • Court appointed receiver in Silver v. Goldberg
  • Court appointed receiver in FTC v. Blumstein, et al