Carrington Coleman - Practice Areas

In this aspect of our corporate governance practice, we assist corporations and their boards of directors in developing policies, processes and procedures to enable senior management and boards to fulfill their important oversight functions. We work with company management in evaluating legal compliance challenges posed by company activities and devising plans to encourage routine compliance with statutory and regulatory requirements drawing on specialized practice areas within the Firm. We also assist clients in developing compliance policies in particular legal areas such as insider trading, employee relations, foreign corrupt practices, occupational health and safety and environmental protection, and in recommending comprehensive compliance programs for corporations and their boards.

This practice also involves conducting legal audits to identify areas in which particular compliance attention is warranted and the review of the committee structure of the board of directors, committee charters and committee composition to identify potential issues for management consideration, especially in light of recent proposed rule changes by regulatory bodies. In our analysis we pay particular attention to areas that are increasingly being scrutinized when corporate difficulties cause the adequacy of internal reporting and control procedures to be called into question.

The United States Sentencing Commission's Federal Sentencing Guidelines provides that a criminal sentence of a corporation may be mitigated if the corporation has in place an effective compliance program. This fact, coupled with recent court decisions suggesting that a board of directors may incur personal liability for damages suffered by the corporation as a result of the board's failure to monitor corporate activities, makes an informed decision by management and its board on a corporate compliance program increasingly important.

Examples of our activities in these areas include:

Advise a board of a national bank in connection with their specific responsibilities under federal regulatory and state corporate law.
Devise various compliance policies for both publicly traded and privately held companies.
Advise publicly traded toy distributor in connection with the adoption of an audit committee charter and the composition of that committee.
Devise comprehensive compliance program for publicly traded clothing manufacturer.

Not certified by the Texas Board of Legal Certification except as noted.

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