Corporate Governance
Tonkon Torp’s corporate governance team helps directors and officers of public companies who are facing heightened levels of scrutiny and responsibility. Our lawyers have been advising clients on corporate governance issues since long before the enactment of the Sarbanes-Oxley Act of 2002, and we can discern cost-effective compliance measures from useless formalities. We help clients navigate public disclosure obligations, internal investigations, securities litigation and the fiduciary obligations of directors.

We also help private companies and nonprofits implement corporate governance best practices that improve the decision-making process, help to insure compliance with applicable governance standards, and avoid disputes. With aid from Tonkon Torp, clients remain focused on their core objectives and retain the confidence of key stakeholders, including shareholders, donors, and community members.

Counseling & Compliance

Tonkon Torp attorneys prevent problems by helping clients in a range of industries develop up-to-date governance policies and procedures. We help clients comply with SEC and exchange requirements, Nasdaq governance standards and Benefit Company registration and reporting.

We counsel and advise on:
  • Disclosure obligations
  • Director fiduciary responsibilities
  • Audit committee responsibilities
  • Controlling shareholder responsibilities
  • Use of special committees
  • Compliance and document retention policies


We protect our clients’ interests during internal and external investigations. Tonkon Torp attorneys have experience advising boards, special committees, individual directors and officers. We can also conduct internal investigations and prepare confidential reports. Our legal team helps structure investigations to uncover fraud and we 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 have substantial experience litigating corporate governance cases. We defend clients in shareholder lawsuits, securities class action cases and derivative suits. We also conduct criminal and civil white collar defenses arising from allegations of securities fraud. More information can be found on our Corporate and Business Owner Disputes page.

Capital Restructuring and Common Stock Offering

Assisted a privately-held electronics manufacturer with capital restructuring, general corporate governance and its offering of 2,000,000 shares of its common stock.

Government Contracting Debarment Threat

Assisted client in researching and analyzing alleged threats of debarment or suspension as a government contractor under the Federal Acquisition Regulations and assisted client with general corporate governance matters.

Preparing for the 2012 Proxy Season

This Client Update provides an overview of corporate governance and disclosure matters that U.S. public companies should note as they approach the 2012 proxy season. The matters addressed will not apply equally to all companies, and their…
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Jeffrey  Cronn
Practice Area Chair

Jeffrey Cronn