Corporate advisory

Practical and actionable advice on strategic and sensitive matters as well as day-to-day governance considerations.

Freshfields’ corporate advisory practice advises companies, senior management and boards of directors on a broad range of corporate governance, compliance and disclosure matters.

Our holistic offering covers day-to-day affairs as well as time-sensitive, event-driven challenges. We integrate current best practices with pragmatic analysis, bringing our judgment to help clients solve a broad range of issues, from routine governance questions to the most sensitive situations that can pose regulatory issues and liability risks.

We work seamlessly with our colleagues across the following integrated disciplines:

• Corporate governance
  Sophisticated advice on board composition and independence; crisis management (e.g., restatements, #MeToo, whistleblower, cyber and insider trading); ESG, including climate, sustainability and diversity considerations; conflicts and related-party considerations; succession planning; auditor independence; corporate policies; stakeholder engagement and conversion to public benefit corporations
• Disclosure
  Review of SEC periodic reports; press releases, financial releases and other communications; earnings and investor day call scripts; sustainability reports and compliance with SASB, GRI, TCFD standards and other standards; and shareholder engagement materials
• Compensation & benefits
  Commercial guidance on compensation plans and arrangements, compensation disclosure, employment agreements and severance plans
• Shareholder activism defense & preparation
  Broad experience advising on shareholder activism defense and preparation, including poison pills; and negotiations and settlement agreements with activists
• Shareholder litigation
  Deep bench of practical and innovative securities and shareholder litigators ensures that we provide seamless representation for and unified strategy with any related securities class action or shareholder derivative suit
• Capital markets & securities
  Full range of equity and debt offerings, including IPOs, shelf registrations and takedowns, convertible offerings, block trades, private placements, stock repurchase programs, exchange offers, MTN programs, derivatives, tender offers, open market purchases, consent solicitations and liability management matters