Public & Private Company Board Governance Matters

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Overview

RK&O regularly advises public and private companies, their boards, audit committees, special litigation committees, board members and senior executives in connection with government investigations, internal investigations, compliance reviews, complex litigation and all manner of crises and disputes that implicate corporate governance.

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, assist in the implementation of effective procedures and controls to mitigate related risk and pursue positive, market-based results in high-stakes investigations and litigations. more +

When compliance issues are identified, we counsel corporate boards 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, commencing 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.

Our clients span a wide range of domestic and cross-border industries and are not limited to the financial services sector.

Experience

  • 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.
  • 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 mortgage 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.

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