Editorial: Corporate Governace in Florida
01 November 2007
Five years on from the Sarbanes-Oxley Act, its effects are still being felt in boardrooms across the US, and corporate governance remains high on the agenda. Outside counsel continue to provide clients with guidance, advice and representation, and our research has identified 18 individuals from 11 firms who have proven track records in this field, and can counsel corporations on issues arising in routine operations and in extraordinary transactions.
The largest corporate law firms in the state are unsurprisingly the most prominent in this chapter, and in the majority of cases the individuals that appear here are also recognised elsewhere in this publication as experts in related fields of law. Holland & Knight LLP leads the way with five partners on our list. Among the most well known is Charles Elson, current first occupant of the Edgar S Woolard Jr chair of corporate governance at the University of Delaware. A “nationally recognised expert in the field”, he is admitted to practise in New York and DC and is of counsel to the Tampa office. His “phenomenal track record” includes serving as a member of the National Association of Corporate Directors commission on director compensation, and he is regarded as a “priceless source of advice and reliable counsel”. Also from the Tampa office, Robert Grammig is leader of the firm’s securities practice and regarded as “absolutely stellar” in this area. His compliance, governance and corporate control expertise attracted much admiring comment. In Miami, Mitchell Herr is viewed as an “SEC guru”, and has handled numerous Securities and Exchange Commission (SEC) enforcement matters and internal corporate investigations in recent years. Formerly chief trial counsel for the SEC’s south-east regional office, he “really knows his stuff”. Steven Sonberg chairs the firm’s business law section and also co-chairs the firm's corporate governance national practice group. Recognised as a “very learned lawyer”, his expertise in securities-related compliance and the governance aspects of corporate transactions was brought to our attention. The “excellent” Rodney Bell leads the firm’s securities and public companies practice in south Florida, and completes the Holland & Knight quintet in this chapter. Recognised for the quality of his advice to boards of directors, Bell has led numerous SEC and internal investigations as both company counsel and independent counsel to audit committees.
Akerman Senterfitt’s two featured partners are based in the Miami office, and both come highly commended. Teddy Klinghoffer is an “outstanding corporate lawyer” – he also appears in the M&A and capital markets chapters – and he counts professional employer organisation ADP TotalSource and real estate company Kitson & Partners among his clients. Stephen Roddenberry is seen in the local market as “the guy that people go to” and his clients include the GEO Group, Embraer Aircraft Corporation and the Miami Dolphins.
Gary Epstein is national corporate and securities practice at Greenberg Traurig LLP in Miami, and a “very fine lawyer indeed”. Also recognised for his M&A and capital markets expertise, he has served as counsel to special committees in acquisition contests and ranks highly in the research for this chapter. His colleague Ira Rosner stood out as “immensely knowledgeable on Sarbanes-Oxley”, and was also picked out for his proficiency relating to the fiduciary duties of boards of directors.
Trenam Kemker Scharf Barkin Frye O’Neill & Mullis PA is the final firm to earn multiple representatives in this chapter. The “stellar” Richard Leisner is “among the best in the state for governance matters” in the eyes of one of our sources, and his “brilliance” as an expert witness was also cited. He formerly served on the SEC’s advisory committee on smaller public companies and is past chairman of the small business committee of the American Bar Association’s section of business law. His advice to boards of directors is said to be “of the highest calibre”. Also from the Tampa office, co-chair of the business transactions practice group Gary Teblum is particularly well known for his transaction-related governance advice.
Bilzin Sumberg Baena Price & Axelrod LLP is home to the “very smart” Daniel Aronson. Among the most highly regarded figures overall, he “belongs on any list of the best”. “I respect him very much”, said one corporate source. Known for his participation in the drafting of Florida's takeover statutes, as well as various revisions to Florida's Business Corporation Act, Aronson’s counsel to board committees regarding securities compliance and reporting, corporate governance and contests for corporate control was highly praised.
In the Tampa office of Carlton Fields PA, Nathaniel Doliner possesses a “first-class reputation”. Recognised for his “outstanding” compliance advice, Doliner is the only individual to be included in four areas within this book. Martin Traber at Foley & Lardner LLP is also recognised for his public company work, especially in the technology industry. Repeatedly commended for the quality of his advice, he is particularly well regarded for his counsel regarding the change of control aspects of transactions. Robert Rasmussen of Glenn Rasmussen Fogarty & Hooker PA is “outstanding” and “has been a leading figure in this field for a number of years”. Recognised for his SEC compliance work, he is also well known for his knowledge of the anti-fraud provisions of local and federal securities laws.
David Felman of Hill Ward & Henderson PA in Tampa is “extremely competent” and is recognised for his advice to public companies regarding securities and governance matters such as Exchange Act reports, SRO requirements, audit and compensation committee practices and annual meetings, as well as general ongoing advice to boards of directors. At Shumaker Loop & Kendrick LLP in Tampa, Gregory Yadley was praised for his “reliable and insightful” disclosure advice to clients, and he is also well regarded for his directors’ liability expertise.
The final featured lawyer in this introduction is also one of the most highly regarded. Thomas McGuigan of Squire Sanders & Dempsey LLP is “extremely capable”, and should be placed “at the very top of any list” according to his peers. He was involved in the drafting and lobbying for Florida’s director liability statutes and director and officer indemnification statutes, among others, and his advice regarding shareholders attracted praise.