Corporate governance requires balancing intricate competing interests under the intense spotlight of regulatory, operational, fiduciary, political, communications and market factors. It requires the application of judgment, legal analysis, and practical decision-making in a real-time environment where decisions are likely to be second-guessed and sometimes reviewed by the courts.
We understand that the best way to avoid a corporate governance crisis is to plan for it; and that often the most successfully resolved crises are the ones that no one hears about. But when an issue is in the spotlight, we bring to bear an unparalleled array of resources and expertise, including securities regulation, disclosure, corporate law, communications policy, compliance practices, privacy, fiduciary duties, investor relations, activist shareholders and experience-based business judgment.
We are experienced in guiding boards of directors, special committees, management and corporate leadership on the full range of governance issues that confront them. In fact, our multidisciplinary, business-focused approach to addressing these issues has been relied on by many of the most sophisticated global companies.
We assemble teams of litigation and corporate partners experienced in all aspects of these sensitive matters, including:
- advising boards, committees, management and leadership in discharging their legal and fiduciary obligations while preserving all available legal protections
- responding to and negotiating with national and international securities regulators and other enforcement agencies
- working with your auditors and financial advisors to resolve potential accounting issues
- handling disclosure in a manner that both satisfies legal obligations and is sensitive to the concerns of investors, employees and the media
- conducting internal investigations to determine relevant facts quickly and accurately
- working with financing sources
- handling any civil litigation that may arise
Let Prinslaw Associates be your partner in leading the way.
More About Corporate Governance
Prinslaw Associates’ lawyers provide clients with forward-thinking guidance on all corporate advisory and governance-related matters, including corporate board structures and procedures.
Using our experience in creating and evaluating board committee charters and mandates, Prinslaw Associates can effectively address corporate governance concerns and satisfy compliance obligations. We advise a variety of board committees, including those with oversight of a range of activities, such as:
- Audit
- Compensation
- Environment
- Health and safety
- Pension funds
- Corporate social responsibility
- Director nominations
We also advise independent committees on special situations in governance, such as specific transactions, internal reviews and crisis management.
Prinslaw Associates’ experience and presence around the world allows us to provide clients with best practice and pragmatic advice in establishing the right structure and responsibilities of any board committee to fit your company’s needs.
As a member of the board, manager or compliance officer you bear maximum responsibility. Your company and your employees should always act in accordance with corporate governance rules and act in compliance with the prevailing legal instructions. It is important to adhere to internal requirements and external standards and risks must be identified. You understand you will be held liable for risks of which you are aware without mitigating them adequately. You consider compliance as not only good risk management but also as your competitive advantage.
A compliance program should not obstruct your business but rather support it. Individual compliance measures tailored to your company offer competitive advantages, in addition to promoting a good reputation and improving staff motivation. We assist you to understand legal requirements and to specify them for your company. This puts your management and staff in a position to act appropriately. Since guidelines alone do not minimize your risk, we will support you to implement measures in accordance with existing business processes. What is important is that each employee has the relevant knowledge and learns how to react in critical situations.
For internal investigations we join forces with your employees to build an integrated team that focuses on your business interests. Our lawyers are dawn raid experienced and are thus able to protect your interests. We closely cooperate with Prinslaw Associates’ lawyers from other practice groups, such as antitrust or employment, whenever required. We also collaborate with our colleagues from other countries whenever you need our global compliance experience.
Prinslaw Associates stands by your side in critical situations as your external advisor. We support you to handle correctly the legal risks within your company and to strengthen your position in the public’s eye.
As your external advisor we can capably support you with designing and developing a Compliance Management System (CMS), ongoing compliance procedures, internal investigations and with all other issues. Look to Prinslaw Associates for assistance in the following areas:
Compliance advice on risk prevention
- Drafting and implementing a CMS that is tailored to your specific goals, risks and company philosophy
- Corporate governance guidelines: Developing, implementing and training
- Compliance status checks: Reviewing the current situation
- Compliance spot checks: Monitoring and advising on improvements
- Whistleblowing management: Providing support in handling information
Compliance advice on specific issues, including
Liability prevention
- Business transactions exposed to risks: Monitoring, especially in critical countries
- Business partner compliance: Verifying potential business partners
Support with internal investigations
- Strategic advice
- Operational handling
- Interaction with authorities
Prinslaw Associates can advise on best practices to mitigate the risk of corporate fraud, ranging from ordinary financial fraud to sensitive issues arising across multiple jurisdictions under foreign corrupt practices and anti-bribery legislation and procurement regulations. The best protection from corporate fraud is the implementation of clear corporate policies, consistently applied across your organization and firmly implemented, and our experts can help you do just that.
However, if the specter of a corporate fraud investigation is raised, Prinslaw Associates is also prepared to respond with an experienced, multidisciplinary team to conduct independent investigations, assist with internal investigations, advise on a communications plan, implement remedial action where appropriate, and engage the relevant agencies in a constructive, nonconfrontational manner where possible, and provide tenacious litigation where necessary.
Prinslaw Associates acts as counsel to boards, special committees, audit committees, compensation committees, internal investigations committees, senior management, officers and other leaders of business and financial institutions. Whether the issue involves corporate control, a financial transaction, a proxy contest or an unwelcome acquisition proposal, or you are facing a disclosure matter, a conflict or allegations of improper behavior, Prinslaw Associates brings a unique blend of legal analysis, business experience, and nuanced judgment in addressing the situation. Our team is mindful that extraordinary events can potentially interfere with normal operations and create internal uncertainties that may be detrimental to building long-term value. We make a special effort to minimize the impact on the organization and the remainder of the leadership team, and we act expeditiously to bring the matter to an advantageous conclusion.
Shareholder activism has become a reality of the modern corporate landscape. No longer the domain of the corporate cowboys and green-mailers, corporate activists now include hedge funds, which often combine efforts in a coordinated manner, social action groups, institutional investors, and sometimes even competitors or adversaries in litigation.
Any approach by shareholder activists requires a rapid, experienced and multifronted response, sensitive to all constituencies and stakeholders. We are experienced at assembling multidisciplinary teams to address corporate defense and anti-takeover matters, advise on fiduciary duties, coordinate on disclosure and communications policy, analyze realistic business alternatives, and counsel on potential modes of resolution. Of course, when appropriate, we are fully prepared to go on full litigation and regulatory offense to neutralize any inappropriate efforts to alter corporate policy or extract disproportionate economic concessions.
Experience
- Deloitte & Touche: Advising on upholding an earlier dismissal of a proposed CA$100 million securities class action against, among others, Deloitte, in connection with a public offering of shares in the failed waste management company, Philip Services Corp. (Coulson v. Citigroup Global Markets Canada Inc. 2012 ONCA 108) (2012).
- US Counsel: Advising in obtaining Canadian court approval to implement global settlement of US securities class actions through courts in Ontario, Quebec and British Columbia and successful challenges to Canadian class counsel fees.