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Securities & Corporate Governance

Our corporate governance attorneys advise on the complete range of issues management and directors face in a complex governance environment marked by a recent uptick in lawsuits challenging board oversight. We work with key decision-makers to identify and manage risks; develop compliance programs to address changes in the law and regulatory climate; and institute corporate policies, codes of conduct and business ethics. We also advise public companies on the compliance aspects of securities laws under the Dodd-Frank Act, the Sarbanes-Oxley Act and related rules adopted by the SEC and stock exchanges.

We work collaboratively with in-house personnel and outside auditors and advisors, playing a critical role in the preparation of periodic reports, proxy statements and market communications necessary to satisfy our clients’ disclosure obligations. We likewise provide counsel on complex fiduciary duty issues related to director independence, conflicts of interest, and other situations where the interests of executives, directors, affiliated parties, and shareholders may diverge.

Key Contacts

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James A. Giesel

Practice Group Leader

Louisville, KY

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Alan K. MacDonald


Louisville, KY

A true team approach. 

Our securities and corporate governance team prides itself on providing effective and attentive representation. For us, this means keeping clients fully apprised of best practices in corporate governance, along with any changes at the policy level that might adversely impact their bottom line. We have the experience and foresight to help clients avoid the pitfalls that might otherwise jeopardize a transaction or result in personal exposure for decision-makers.

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