Practices and Industries
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Practice Contacts

Fran M. Stoller

Partner
212.407.4935




Corporate Governance

Practice Capabilities

The evolving global economy presents investors with many opportunities and challenges. Given recent market developments, we anticipate there will be heightened U.S. regulatory scrutiny of deals involving international components, including China. Loeb & Loeb’s cross-disciplinary teams are ready to help our clients meet these challenges.

Our advisors help clients fulfill their obligations and responsibilities to stockholders in today’s sensitive environment. We employ a multi-disciplinary approach—drawing on our experts in corporate and securities, employment and labor, internal investigations, e-discovery and records management, insurance and litigation—to assist companies, boards of directors, board committees and independent directors with policy, compliance, transaction and investigative matters, including:

  • complying with Sarbanes-Oxley and other SEC and stock exchange rules and regulations
  • establishing “best practices” policies, including those for boards of directors, board committees and independent directors
  • delineating the role of special committees in sensitive transactional matters
  • retaining and coordinating with experts in accounting and other specialized areas
  • complying with the Federal Corrupt Practices Act, and
  • avoiding and managing crisis situations.

With our deep resources and experience, we are able to proactively develop strategic responses to proposed regulations, rule changes and new laws and provide informed counsel to clients in the finance sector, as well as to corporations, business executives, start-ups and others across a variety of industries that must adhere to stricter SEC guidelines. In addition, we can quickly respond to a variety of broader issues that often arise by seamlessly integrating resources that are well-versed in areas such as offshoring, outsourcing, electronic communication, e-discovery, technology and tax.

The Loeb & Loeb Guide for Independent Directors, which addresses board organization, authority and responsibilities; fiduciary obligations and related liability; and indemnification and insurance, is a valuable reference tool for enabling today’s board members to understand their expanding role in corporate governance and carry out their duties.

When contemplating potential acquisitions or investments, companies must consider many critical factors. Loeb & Loeb lawyers help our clients uncover and assess the hidden risks and exposures associated with new business relationships. Throughout the diligence and evaluation process, we ensure continued communication with our clients to highlight risks, strategies, and opportunities for additional leverage in negotiation.

Today, the SEC and a myriad of federal and state laws subject public companies to civil enforcement and possible criminal prosecution. We help clients protect their businesses by implementing comprehensive compliance policies and procedures that can pre-empt, detect and deter business crimes, internal irregularities and malfeasance early enough to avoid or reduce potential loss. Particular areas of focus are Sarbanes-Oxley, corporate governance and statutory compliance relating to antitrust, intellectual property, money laundering and whistleblowing statutes.

If wrongdoing is detected or suspected, we conduct internal or independent investigations to determine the scope of the issue and to resolve the matter, or prepare for and deal with regulatory scrutiny. We have conducted major investigations of fraud, embezzlement and other business crimes, and team members have served as or represented court-appointed trustees, independent board committees, monitors and receivers of entities victimized by fraud. When an investigation reveals misconduct, we help to minimize any damage, and assist the company in bringing equitable or monetary claims against those responsible to obtain the best possible recovery for the company.

Our attorneys have years of experience dealing with the SEC in both adversarial and cooperative capacities. As a result, we are well positioned to provide strong, thorough and knowledgeable representation. A number of our attorneys have significant governmental experience, including serving as assistant U.S. Attorneys and in law enforcement positions in various federal agencies and departments. We take on the toughest matters with authority and determination and have earned a reputation as a “go-to” counsel for major institutions involved in securities arbitrations and litigations, white collar crime investigations, compliance matters and tax actions.

Clients and Industries

We represent large and small companies, boards of directors, audit and special committees, CEOs, in-house counsel and individuals from a wide range of industries such as banking, insurance, real estate, entertainment and health services. Whether the client is an individual or a Fortune 500 company, we bring the same blend of big firm experience combined with small firm one-on-one counseling. We draw on the skills and experience of our attorneys in other practice areas such as tax, labor and employment, intellectual property, securities and anti-trust and consumer protection to provide sophisticated, well-organized and cost-effective representation to our clients.

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