Corporate Governance

Clark Hill’s full service approach provides corporate governance counsel to protect and defend our clients’ interests. We help companies, family businesses, emerging enterprises and nonprofits navigate their legal and fiduciary obligations. Our subject matter experts ensure corporate officers understand and comply with governance regulations and standards so that they ultimately achieve their business goals. 

Our proactive approach to corporate controls, compliance and planning helps us to foresee and guard clients from legal issues that would adversely affect their business operations or value. Good governance is always important but can become critical while navigating business milestones like capital funding, stock offers, mergers and leadership changes. We are experienced advising boards and management on measures they can implement to protect their company’s best interest in these and other circumstances. Additionally, we regularly provide counsel on matters in which management or other directors may have conflicting interests.

Our full service team can provide proactive advice and documentation on the following:

  • Board Committee Charters
  • Codes of Ethics
  • Conflicts of Interest
  • Cyber Security Compliance & Protection
  • Disclosure Controls, Policies and Procedures
  • Director Independence
  • Director Nominations and Elections
  • Employment Regulations
  • Executive Compensation
  • Fiduciary Duties
  • Shareholder Rights and Communications
  • Political Activity and Contribution Compliance

When the unpredictable does happen, Clark Hill has the expertise and experience to guide companies through the investigation and defense of serious allegations. These include but are not limited to the following:

  • Accounting irregularities
  • Government Agency Inquiries and Actions
  • Public Corruption
  • Securities Fraud
  • Tax Fraud
  • Whistleblowers

Clark Hill will investigate and respond to allegations of wrongdoing on behalf of our clients. Our experience includes:

  • Internal Investigations
  • Grand Jury Investigations
  • Avoidance of Indictments
  • Enforcement Proceedings
  • Trial Management & Litigation

Confidentiality throughout this process is paramount. We are sensitive to our client’s needs during information-gathering. Ethical behavior is integral to Clark Hill’s DNA. We will uphold our professional responsibilities and initiate reporting structures that preserve attorney-client privilege and client confidentiality.

When a resolution is not possible, Clark Hill’s attorneys are fully prepared to defend our clients in court. Our attorneys have the experience and judgment to zealously defend and represent our clients should litigation result.  

Experience

Facilitated and ensured City cooperation with federal investigations, including for U.S. v. Sorich and U.S. v. Sanchez Shakman/patronage cases and Operation Crooked Code bribery cases

Oversaw major employee qualification audit arising out of municipal patronage hiring.

Represented a Mexican national in a FCPA investigation. 

Represented a Chinese corporation in a parallel criminal and civil investigation by Department of Justice and Department of Commerce concerning alleged violations of the International Emergency Economic Powers Act (IEEPA) and Export Administration Regulations. 

Represented an individual in SEC v. Concorde America, et al., (SD Fla.), as well as in a parallel grand jury investigation being conducted in the Western District of North Carolina. Negotiated settlement with SEC and plea agreement with U.S. Attorney. 

Wedtech Corruption Investigation, Public corruption investigation of the Wedtech Corporation that resulted in the convictions of more than 30 individuals. Member of the prosecution trial team in the trial of United States v. Biaggi, et al., (S.D.N.Y.). The trial resulted in the conviction of Congressman Mario Biaggi, Bronx Borough President Stanley Simon, SBA Regional Administrator Peter J. Neglia, National Guard General Bernard Erlich, and Richard Biaggi, for RICO, RICO conspiracy, extortion, mail fraud, tax evasion, and perjury. 

United States v. Pirollo, et al., investigation and prosecution of 23 defendants for narcotics trafficking, participating in a continuing criminal enterprise and related charges in a large-scale methamphetamine manufacturing and distribution organization. 

United States v. Hvide Marine and United States v. William Coleman, both were investigations and prosecutions of illegal payments to a union official in violation of the Taft-Hartley Act. 

United States v. DeFries, et al., the first successful criminal RICO prosecution of the governing body of a labor organization, which resulted in the conviction of 18 officials of the Marine Engineers Beneficial Association (MEBA), for RICO, RICO conspiracy, embezzlement, extortion, and mail fraud. 

Represented a high-ranking official of an International Union in a grand jury investigation concerning alleged union corruption and related criminal statutes. 

Represented a top claims management services corporation in a federal grand jury investigation of alleged public corruption. 

Represented a top four U.S. insurance company in a federal grand jury public corruption investigation. 

Represented the President and officers of an Investment Company in parallel grand jury and SEC civil investigations. 

Represented former WorldCom director and Chairman of the Compensation Committee throughout investigations by the DOJ and SEC, as well as in internal investigations. 

Served as counsel to board of directors of regional financial institution and conducted an internal investigation concerning mortgage valuations. 

Served as counsel to the Audit Committee of a publicly-traded insurance company and conducted several investigations on behalf of the Audit Committee. 

Conducted internal investigation for management of major regional financial institution regarding allegations relating to mortgage broker payments and related issues. 

State of New York v. Miguel Diaz, Conducted grand jury corruption investigation of Community School Boards in Bronx County resulting in Mr. Diaz’s conviction for bribery and attempted larceny for demanding payments from individuals seeking promotions. In addition to Mr. Diaz, three other school board members were convicted of larceny, bribery, and defrauding the government. 

SEC v. Bluestone, et al., Civil enforcement action brought against five partners of a Detroit, Michigan law firm for insider trading. The defendants sold shares in Zenith Laboratories, Inc., based on non-public information obtained from one of their law partners who was a member of the Zenith Board of Directors. 

United States v. Rennert, et al., investigation of a complex market manipulation scheme between a stock rental firm and numerous off-shore reinsurance companies that had booked manipulated stock on their financial statements resulting in the conviction of seven defendants for conspiracy, securities, and wire fraud

Provided advice and counsel to the Chairman of the Board of a Pacific Northwest financial institution concerning an investigation by the Federal Home Loan Bank Board. 

Represented a large, northwest utility company in multiple FERC investigations concerning allegations of energy price manipulation relating to Enron. 

Represented a national corporation in grand jury investigation of alleged violations of the Export Control Act. 

Represented an accountant and his firm in a grand jury investigation of U.S. Congressman. 

Represented two partners and their law firm in investigations by the Department of Justice and Railroad Retirement Board. 

United States v. Bessant, et. al., investigation of four individuals concerning the valueless off-shore reinsurance companies used by the defendants in Teale, to assume reinsurance risk in exchange; these individuals received a percentage of the premiums earned knowing that the off-shore companies would not have the financial resources to pay claims. Among the individuals convicted were Dallas Bessant (RICO Conspiracy), Jerry Tidmore (RICO Conspiracy), Robert Campbell (RICO Conspiracy), and Matthew Bonar (wire fraud). 

Represented a national corporation and certain officers in a criminal export control Act investigation. 

United States v. Teale, et al., RICO investigation and prosecution of two defendants for operating an international fraudulent network of reinsurance companies and related insurance service companies. Defendants diverted millions in reinsurance premiums through sham contracts concealing the diversion by obtaining falsely inflated securities that were used as collateral for reinsurance contracts. 

Represented an international corporation in a U.S. Customs and Border Protection investigation and enforcement proceeding concerning classification and valuation of imported products, and a U.S. Customs and Border Protection investigation concerning NAFTA compliance issues. 

Counseled the Audit Committee of an international energy company regarding Sarbanes-Oxley compliance issues 

Assisted several individuals seeking presidential pardons.

Represented a not-for-profit corporation that provides auditing and accreditation to media ratings services in matters relating to ongoing Congressional inquiries relating to rating services. 

Provided advice and counsel to the CFO of a small, publicly-traded company concerning Sarbanes-Oxley issues. 

Represented an individual seeking a Rule 35 sentence reduction. 

Represented an international corporation in a matter relating illegal payments to union officials, including conducting an internal investigation for the client, and self-reporting to the Department of Justice. 

Represented an investment advisor to a $1.3 billion investment fund specializing in Russian investments in potential civil RICO action against a multinational energy company and several Russian enterprises. The claim was ultimately settled before filing of the complaint. 

Represented a regional financial institution, its board of directors and certain officers and employees in an ongoing federal grand jury money laundering and BSA investigation and related regulatory matters. None of the individuals were criminally charged. 

Served as counsel for the management of a public Midwestern financial institution in connection with investigations by a federal grand jury, several regulatory agencies and audit committee investigations. 

Represented a multi-billion bank in a grand jury investigation concerning allegations of fraud relating to a Department of Agriculture loan guarantee program. 

Counseled management of a multi-billion bank on handling severe bank regulatory issues, potential criminal investigation and a special committee investigation.

Represented a digital currency issuer and related entities in a civil forfeiture proceeding. 

Represented a third-party processor in a DOJ civil investigation and an FTC investigation concerning misleading sales practices. 

Represented an investment adviser in an SEC investigation concerning alleged violations under registration requirements of the Investment Advisers Act. 

Represented a third party processor in a grand jury investigation concerning alleged violations of the money laundering and money transmitting business statutes. 

Represented sub-prime lenders in state Attorney General’s investigation, and negotiated agreement to refer state and consumer disputes to streamlined alternative dispute resolution process.
Represented provider of cellular telephone service in state Deceptive Trade Practices action.­
Successfully prosecuted federal False Claims Act (qui tam) case involving fraud in obtaining United States Department of Housing and Urban Development (HUD) loans.
Secured dismissal of a patient abuse and neglect indictment brought against the provider of juvenile residential treatment services.
Represented target defendant in national commercial bribery prosecution and successfully negotiated a favorable plea agreement.
Represented specialty retailer indicted for possession of illegal electronic surveillance equipment.
Prosecuted federal False Claims Act cases on behalf of qui tam relators.­
Prosecuted civil rights and wrongful discharge claims against a nationally recognized research university on behalf of a research scientist wrongfully accused of scientific misconduct.
Conducted internal investigation of cost report accounting fraud at large regional health care provider.
Conducted internal investigations into employee misappropriation of funds, vendor fraud, insurance fraud and sexual harassment in industries ranging from health care to basic metals to broadcasting.
Conducted internal investigations of alleged theft/embezzlements in the metals, banking and health care industries.­
Served as a state and federal prosecutor, including several years as a member of the Department of Justice’s Bank Fraud Task Force.
Successfully conducted extensive internal investigation and ultimately recovered misappropriated funds for a large regional hospital.
Defended physicians and hospitals in state and federal health care fraud investigations.
Defended a former bank president in proceedings initiated by the Office of Thrift Supervision.­ Successfully represented national bank in predatory lending investigation by the State Attorney General.
Represented pharmaceutical executives in connection with pricing and off-label marketing investigations.
Defended health care providers against state and federal health care fraud investigations.
Defended pharmaceutical supplier in action brought by State Attorney General.
Represented clients in Department of Justice and State Attorney General investigations.
Represented pharmaceutical executives in connection with pricing and off-label marketing investigations.
Defended researchers and physicians against allegations of scientific misconduct in connection with both basic science research and clinical trial research.
Counseled clients and investigated allegations of violations of the U.S. Foreign Corrupt Practices Act.
Defended member of the judiciary in judicial qualifications proceedings and related disqualification proceedings.
Represented health care providers in administrative hearings involving physician privileges disputes.

White Collar Criminal Defense/Internal Investigations - Conducted corporate internal investigations on behalf of audit committees of boards of directors of publicly-traded corporations and insurance companies.

Corporate Governance
Professionals