Corporate Governance

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Since well before Sarbanes-Oxley was enacted in 2002, Tonkon Torp attorneys have advised directors and officers of public companies on all types of corporate governance matters, from fiduciary obligations of directors and public disclosure obligations to internal investigations and securities litigation. In the current environment, public companies, directors and officers are facing heightened levels of scrutiny and new responsibilities, demanding experienced counsel with the common sense necessary to separate cost-effective compliance measures from useless formalities.

Many private companies and non-profits are also looking to implement best practices in corporate governance. Privately-held and non-profit entities are not immune from fraud allegations, governance issues and disputes over internal practices. We help ensure that these clients remain focused on their core objectives and retain the confidence of shareholders, donors and community members.

Counseling and Compliance

Clients in a range of industries look to Tonkon Torp to help prevent problems by developing up-to-date governance policies and procedures. We ensure that our clients comply with SEC and exchange or Nasdaq governance requirements as well as registration and reporting requirements for Benefit Company status.

Our counseling practice includes advising on:

  • Disclosure obligations.
  • Director fiduciary responsibilities.
  • Audit committee responsibilities.
  • Controlling shareholder responsibilities.
  • Use of special committees.
  • Compliance and document retention policies.


When investigations are launched internally or externally, Tonkon Torp advises special committees, boards of directors and individual directors and officers. We conduct internal investigations and prepare confidential reports. We help structure investigations to uncover fraud and protect our clients' interests, and defend clients in administrative and court proceedings brought by the SEC and DOJ.

Our investigation experience includes:

  • Internal investigations and special committee reports.
  • SEC, DOJ and legislative investigations.
  • Shareholder disputes including securities class actions, derivative suits and professional liability actions.
  • Criminal and civil white collar defense arising from securities fraud.


Tonkon Torp's trial lawyers also have substantial experience litigating cases involving corporate governance issues, including defending clients in shareholder lawsuits, securities class action cases, derivative suits and conducting criminal and civil white collar defense arising from allegations of securities fraud.  For more information about our litigation experience, please go to Corporate & Business Owner Disputes.