Corporate Governance

Navigating corporate governance issues is more important than ever. Clients turn to Munger, Tolles & Olson for counsel and advice in this area due to the firm’s reputation for good judgment in handling thorny governance problems and successfully defending companies and individuals in litigation when necessary.

The firm represents a variety of public and private companies in connection with a broad range of securities law, corporate governance and risk management matters. We have particularly notable experience in counseling our public company clients with respect to tough disclosure questions and in advising boards in the midst of corporate crises.

Munger Tolles also advises clients with respect to fiduciary duties, proxy solicitations, Sarbanes-Oxley compliance, the Dodd-Frank Act, director independence, Section 16 compliance, stock exchange listing rules, takeover defenses and periodic reporting requirements.

The firm is recognized as a leader on executive compensation issues, representing both individual executives and companies in connection with the negotiation of top-level employment agreements and severance arrangements. We represent companies in all aspects of their compensation programs, including the design of equity compensation plans and compliance with Section 409A of the Internal Revenue Code.

In addition, attorneys at Munger Tolles have extensive experience representing special committees of boards of directors in connection with business transactions that may involve conflicts of interest, including “going private” and related-party transactions. We also regularly represent special committees and independent directors in connection with internal investigations of suspected or alleged misconduct.

Below is a representative list of Munger Tolles clients for which we regularly provide advice in one or more company counseling areas.

  • Air Lease Corporation
  • Berkshire Hathaway
  • City National Bank
  • Daily Journal
  • Edison International
  • James Campbell Company
  • KB Home
  • Lindsay Corporation
  • Universal Music Group
  • Yahoo!

Brett J. Rodda (213) 683-9161
Mary Ann Todd (213) 683-9520