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Corporate Governance, Special Committees, and Internal Investigations

Judgment makes or breaks a board of directors. The board’s vision for the company and its stewardship for all stakeholders requires not only creative and strategic advice but also advice that is decisive. Straightforward and forthright, Thompson & Knight attorneys have decades of experience helping boards and committees navigate difficult circumstances and all aspects of corporate governance.

Corporate Governance, Special Committees, and Internal Investigations Corporate Governance, Special Committees, and Internal Investigations

Overview

Judgment makes or breaks a board of directors. The board’s vision for the company and its stewardship for all stakeholders requires not only creative and strategic advice but also advice that is decisive. Straightforward and forthright, Thompson Knight attorneys have decades of experience helping boards and committees navigate difficult circumstances and all aspects of corporate governance. Directors deserve advisors that shoot straight with the mettle to back up their analysis and recommendations, especially when a company is at risk.

We regularly counsel full boards and committees in corporate governance, finance, and operations and, when necessary, represent their interests in litigation and internal investigations, including conducting internal investigations of bribery and corruption, Foreign Corrupt Practices Act (FCPA) issues, securities fraud, tax fraud, and management self-dealing. Our attorneys are experts in these disciplines. Accounting firms know us, and for years they have relied upon us to approach internal investigations, as well as Audit Committee and Board Advisory Services, with objectivity and integrity.

Experience

  • Retained as counsel to the Audit Committee of an NYSE-listed company currently undergoing an internal investigation relating to option back-dating
  • Retained by an NYSE-listed company to conduct an investigation into potential insider trading violations by a company executive
  • Retained by the Audit Committee of an NYSE-listed company to conduct an independent investigation into the conduct of the CEO on a self-dealing issue
  • Retained by the Audit Committee of an NYSE-listed company to conduct an independent investigation into the conduct of the CEO and COO with regard to certain self-dealing, revenue recognition, and other accounting matters
  • Retained by the Board of Directors of an NYSE-listed company to investigate the merits of a derivative claim filed against certain members of the board and senior management
  • Retained by the Board of Directors of an NYSE-listed company to conduct an independent investigation of the activities of a top executive who was alleged to have engaged in improper tax avoidance schemes in several countries outside the U.S. and to have engaged in undisclosed related-party transactions; our investigation covered activities on four continents and included possible violations of the Foreign Corrupt Practices Act, and we continue to serve as counsel to the Audit Committee in the ongoing SEC and DOJ investigations
  • Retained by the Board of Directors of an NYSE-listed communications company to investigate questionable revenue recognition practices that a whistleblower alleged existed at the company’s Chinese subsidiary; our attorneys conducted an independent investigation, both in the U.S. and China, into the accounting practices of the subsidiary, and we continue to represent the Audit Committee in the ongoing SEC investigation
  • Retained by a Fortune 100 company to conduct an independent inquiry for the Office of General Counsel to determine whether one of the company’s top executives violated the company’s code of conduct by revealing confidential company information to a competitor
  • Retained by the Audit Committee of an NYSE-listed company to conduct an independent investigation regarding allegations that a company controller was improperly managing earnings and engaging in other inappropriate accounting practices; as a result of our work on the investigation, we were retained by the Audit Committee on a retainer basis to represent them on Sarbanes-Oxley and other corporate governance issues