Corporate Governance

Leading corporate governance practice in representing public
companies and their boards of directors and special committees throughout the US in a wide range of complex and sensitive matters.  These include high stakes issues of disclosure, enforcement, investigations, transactions, proxy contests and takeover planning.  Proactive in assisting clients in the timely adoption of current best practices and staying abreast of evolving trends in order to minimize director liability.

General Counsel to Public Companies and Boards of Directors

Business-oriented corporate governance advice to public companies and their boards, sensitive to company and industry specifics: 

  • Board and committee  structure, process, policies, composition and independence
  • Change of control, proxy contest and takeover planning
  • Disclosure
  • D&O liability and insurance
  • Executive compensation
  • FCPA compliance
  • Fiduciary duties
  • Financial restatements and revenue recognition
  • Formal and informal SEC investigations
  • Insider trading
  • Risk management and internal controls
  • SEC compliance
  • Whistleblower policies

Special Counsel to Boards of Directors and
Special Committees

Trusted independent advice in addressing sensitive and complex issues in constructive and efficient manner:

  • Conflicts of interest
  • Executive compensation
  • Fiduciary duties
  • Financial restatements
  • Government investigations
  • Internal investigations
  • Management transitions
  • Related party transactions
  • Sale of company
  • Shareholder derivative demands

Proxy Contest and Takeover Planning

Practical, experienced advice:

  • Activist shareholders and shareholder proposals and communications
  • Anti-takeover defenses
  • M&A, spin-offs, going private transactions

Securities Enforcement and Litigation

Leading litigation practice in representing public companies and directors and officers in securities cases across US:

  • Class actions
  • Derivative suits
  • Internal investigations
  • SEC, FINRA, DOJ and stock exchange investigations
  • State attorney generals investigations
  • Civil and criminal investigations and white collar defense
  • Merger and acquisition litigation

Bench Strength/National Practice

70 lawyersand support team of specialists provide collaborative and integrated services to public and private companies in corporate, securities, finance, tax, litigation, white collar, regulatory, IP, antitrust, executive compensation, employment and creditors’ rights.  Lawyers throughout practice areas consistently recognized for excellence.  Practice before federal and state courts and government administrative agencies throughout the US and internationally.  Named Go To Firm In Litigation in 2013 in Who Represents America’s Biggest Companies.

Representative Engagements


  • Board in sale and going-private transactions
  • Board in hostile takeover defense and subsequent sale of public company to strategic buyer
  • Special committee in sale of public company to private equity sponsor
  • Board in defense of class action and derivative litigation in M&A transactions
  • Special committee in investigation of alleged breach of fiduciary duty, lack of internal controls and corporate waste
  • Board in SEC investigation and settlement of alleged improper revenue recognition
  • Board in defense of shareholder class action concerning accounting and financial reporting
  • Special committee of major software company in multiple investigations concerning revenue recognition, FCPA, and financial statement reporting
  • Board in defense of allegations of fraud and unfair and deceptive acts and practices
  • Board in restatement of financial statements and revenue recognition issues, including working with auditors to resolve potential accounting issues
  • Special committee of Fortune 20 technology company in investigation into violations of foreign law
  • Board in management succession issues
  • Board, special committee and officers in stock option backdating investigations

Thank you for reaching out to contact Choate. Before you send your message, we wanted to make sure you are aware of the following. Please do not send any confidential information in response to this link. Sending an e-mail to Choate does not give rise to an attorney-client relationship, and will not be deemed to disqualify Choate from undertaking any engagement for a current or future client.  Before any attorney-client engagement may be formed, Choate will need to check for possible conflicts of interest, you will need to consider whether you wish to retain Choate as counsel, and we will need to consider whether we wish to accept the potential engagement. In the meantime, Choate reserves the right to represent parties with interests adverse to you.