Corporate advisory

Practical corporate governance, compliance and disclosure advice in strategic and sensitive situations.

Freshfields’ corporate advisory practice advises companies and their in-house legal teams, senior management and boards of directors on a broad range of corporate governance, compliance and disclosure matters.

Our integrated offering covers day-to-day affairs as well as time-sensitive, event-driven challenges. We integrate current best practices with pragmatic analysis, drawing upon our shared skills and experience to help clients solve a broad range of issues, from routine governance questions to the most sensitive situations which can pose regulatory issues, and reputational and liability risks (both for the companies themselves, and for directors and other individuals personally).

We work seamlessly with colleagues across our network and the integrated disciplines below.

• Corporate governance
  Sophisticated advice on board composition, independence, evaluation and succession planning, structures and governance of board committees and other delegated decision-making, crisis management, auditor tender, rotation, directors’ duties, conflicts, corporate and group policies and codes, implications of and response to audit and governance reform, general meetings and shareholder sentiment and voting (including engaging with registrars and proxy advisors and dealing with guidance from investor bodies).
• Disclosure
  Review of and advice on periodic reports, filings, regulatory announcements and AGM documentation; press releases and other communications, including advising on enforcement and litigation risk.
• Remuneration and workforce issues
  Guidance on the full spectrum of remuneration matters, including bonus plans, share plans and other incentive arrangements, executive pay, compensation disclosure and approvals, pension arrangements and related tax, corporate and securities laws issues. We also advise on a range of strategic workforce issues, including senior employee recruitment and exits, the employment aspects of reorganisations, sensitive workplace investigations and workforce engagement.
• Sustainability and stakeholder engagement
  Advising on the myriad rules, guidance and market expectations with regard to ESG matters, diversity, company purpose and culture, workforce engagement, directors’ duties, business relationship engagement, modern slavery and anti-bribery and corruption.
• Shareholder activism
  Our multidisciplinary shareholder activism practice has broad experience advising on shareholder activism defence and preparation, including strategy, negotiations, settlement agreements and requisitioned shareholder resolutions and proxy fights with activists.
• Shareholder litigation
  We have unrivalled experience defending businesses across a range of industries, and by leveraging our 600-strong global litigation team, we excel in complex cases that span multiple jurisdictions around the world.
• Capital markets and securities
  Full range of equity and debt offerings, including IPOs, secondary offerings including rights issues, open offers and placings, block trades, accelerated book-build offerings, bond issues, MTN programmes, commercial paper programmes, equity-linked bonds, private placements and liability management.