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Norton Rose Fulbright
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Corporate advisory

Our corporate advisory practice advises corporate clients, banks, investors, boards and individual directors on listing and corporate governance-related matters which affect them on an ongoing basis. We understand the importance of offering up-to-date knowledge of local legal and regulatory obligations and requirements as well as developing best practice, and our corporate advisory team includes experts in company law, employment and labour law, employee benefits and executive compensation, business ethics and anti-corruption, regulations affecting listed companies and corporate governance.

Our areas of work include

  • preparation for annual general meetings, annual reporting obligations and other shareholder meetings and communications
  • difficult company meetings
  • shareholder activism
  • corporate governance compliance generally and corporate governance issues such as directors’ duties and liabilities, directors’ indemnities, board composition and effectiveness, terms of reference for board committees and general board policies, securities dealing codes and conflicts policies
  • boardroom disputes
  • continuous and periodic disclosure obligations, including procedures and systems for handling inside information, insider trading and market disclosure
  • executive remuneration issues, including the preparation of remuneration policies, employee share plans and incentive arrangements
  • executive director service contracts, letters of appointment for non-executive directors and terminating employment arrangements
  • internal capital management issues such as share buybacks, capital reductions and scrip dividend schemes
  • minimising legal and regulatory risk.

Particular areas in which we monitor trends and market developments include annual reporting (for example, reporting on risk governance, board diversity, executive remuneration, and, for companies in the extractives industries, reporting on their payments to governments), the conduct of and results of voting at annual general meetings, corporate governance practices and executive remuneration.

We have designed a range of bespoke products aimed at facilitating clients’ compliance with key legal obligations. These include our annual AGM Guides (these act as a comprehensive manual to assist companies in complying with the UK requirements for preparing and holding an annual general meeting and different versions have been created for UK listed companies and UK AIM companies) and a UK Corporate Governance Checklist which pulls together guidance and developments in a number of different corporate governance areas and which is particularly relevant to boards of UK listed companies and individual members of such boards. In addition, our UK Corporate Governance Portal keeps our UK listed clients up to date with the latest developments, rules and guidance in areas such as narrative reporting, risk management, gender diversity and executive remuneration.

We can provide a corporate integrity review service to assist clients in identifying and managing areas of risk for their business relating to governance and ethics and our Regulatory and Investigations Group works with clients to deliver a programme which manages every aspect of legal, reputational and operational risk.

We have established a training programme designed to alert clients to significant changes and impending developments which are likely to impact their governance arrangements. This regular training is supplemented by bespoke seminars and briefings on matters as they arise.