Wilson Sonsini Goodrich & Rosati's corporate governance practice advises corporations and their boards of directors on a full range of matters involving the implementation of best practices in corporate governance, navigation of director fiduciary duties, and compliance with state and federal law. We also conduct investigations on behalf of management, boards of directors, and special board or management committees, and represent companies faced with stockholder litigation demands and stockholder actions.

Experience Makes the Difference

  • Consistently ranked among the top corporate law firms nationwide by Corporate Board Member magazine and other trusted sources
  • Attorney team includes many former senior officials at major regulatory and judiciary bodies in the areas of governance and compliance, including a former Delaware Supreme Court Justice and the former Chancellor of the Delaware Court of Chancery
  • Integrated, multi-disciplinary approach ensures deep expertise in all fields related to complex public company matters, including securities, compensation, mergers and acquisitions, antitrust, litigation, technology transactions, and tax

WSGR's corporate governance team applies a multi-disciplinary, holistic approach to provide all areas of expertise that boards and senior management need to address increasingly complex governance demands, including:

  • State and federal securities and governance law compliance, including disclosure and stock exchange requirements, and Sarbanes-Oxley and Dodd-Frank compliance
  • Director fiduciary duties
  • Board composition, procedures, and election contests
  • Committee compensation and procedures
  • Special Committee formation and execution
  • Internal corporate structure and risk management
  • Best practices for boards, committees, and officers
  • Executive succession
  • Restatements, internal controls, and other accounting-related matters
  • Merger and acquisition strategy
  • Shareholder and market communications
  • Crisis management
  • Shareholder proposals and activism
  • Auditor relationships and independence
  • Relationships and interactions with the SEC and national exchanges
  • Audit committee and other internal investigations

In addition to the above advisory matters, WSGR has successfully litigated many leading corporate governance cases, including numerous cases in Delaware, California, and across the United States.

The Corporate Governance Team

WSGR's corporate governance team includes expert professionals in offices throughout the world, including in Delaware, California, New York, Washington, Brussels, and China. The team's members are regularly called upon to help shape new laws and regulations, with our attorneys serving as advisors to major regulatory bodies in the areas of governance and disclosure.

For example, the firm's chairman, Larry Sonsini, headed the NYSE Commission on Corporate Governance from 2009 to 2010, when it issued its final report, and chaired the NYSE Regulation, Enforcement, and Listing Standards Committee from 2003 to 2008. He currently is a member of the exchange's Proxy Working Group, as well as the Securities and Exchange Commission's Advisory Committee on Capital Formation and Regulatory Processes. From 1996 to 2011, Steve Bochner served on the Nasdaq Listing and Hearing Review Council, including as chair and co-chair. He also served as a member of the SEC Advisory Board on Smaller Public Companies, and was chairman of the Governance and Disclosure Subcommittee of the SEC Advisory Committee.

In recent years, WSGR has added several practitioners who are well regarded for their corporate governance and board guidance expertise. In 2017, former Delaware Supreme Court Justice Randy Holland, one of the most accomplished members of the Delaware legal community, joined WSGR after 30 years of service on the state's highest court. WSGR also welcomed William B. Chandler III, the former Chancellor of the Delaware Court of Chancery, who is widely regarded as having been one of the world's most influential and well-respected jurists on corporate law and governance matters.

In addition, other members of our corporate governance practice are senior, top-level practitioners who have held significant roles in U.S. Attorneys' offices, the Securities and Exchange Commission, the Department of Justice, the Federal Trade Commission, the National Security Division, and other prosecutorial or regulatory enforcement posts.