CORPORATE COUNSELING

We advise public and private companies and other institutions and their directors on matters of corporate governance and the fiduciary duties of directors and officers; and we advise public companies on their disclosure obligations under the federal securities laws. We also counsel early stage companies in their organization and financing, particularly those in the biotech industry. Collectively, we have decades of experience addressing corporate governance, fiduciary duty, and public disclosure issues from many different perspectives.

• Our corporate governance advice includes counseling clients as to best practices and helping them to understand and comply with the governance requirements of the Sarbanes-Oxley Act, the New York Stock Exchange and Nasdaq.
  
  
• In advising public companies on their disclosure obligations, we couple our knowledge of the statutory and regulatory requirements under the securities laws with a unique blend of judgment and experience derived from many years of defending high-stakes shareholder actions, both direct and derivative.
  
  
• We have handled some of the leading cases involving matters of first impression under Pennsylvania's Business Corporations Law, and often are called upon by other law firms because of our expertise in this area.
  
  
• We also have significant experience in control transactions, both friendly and hostile, where we have represented buyers, sellers, targets, boards of directors and control shareholders in regulated and unregulated industries. In such situations, we have frequently been asked to advise directors on corporate governance issues, including directors' fiduciary duties; have assisted targets in resisting hostile takeover attempts; and have successfully defended shareholder suits seeking to prevent friendly mergers. Our lawyers have recognized expertise in addressing regulatory and public policy issues which frequently arise during the course of a transaction.
  
  
• We often are called upon in moments of crisis where a company has received a shareholder demand letter as a precursor to a derivative suit or has discovered information indicating possible wrongdoing. We have broad experience in assisting boards of directors or audit or special litigation committees of boards in conducting investigations of the allegations.