Editorial: Corporate Governance in Georgia
01 April 2007
Corporate governance issues are still very much on the minds of directors and officers, and they continue to rely on the advice of their outside counsel to ensure compliance with the relevant regulations.
This chapter identifies lawyers with a proven track record in providing corporate governance advice to boards of directors of listed companies and substantial privately held entities with respect to the most difficult and sensitive corporate disclosure, governance and policy issues, as well as dealing with new laws, regulations, stock exchange rules and governance principles. The lawyers in this chapter will often also counsel corporations on issues that arise both in routine operations and in extraordinary transactions.
Inevitably, the firms with the largest corporate practices are best positioned to offer counsel and training. Overall, the research identifies 23 lawyers.
Alston & Bird LLP is “one of the finest corporate law firms in the US”, and with a total of five partners it can offer more experts than any other firm in this chapter. The firm has “quite a pedigree in this field”; it was hired by the audit committee of JDN Realty Corporation, a publicly traded REIT, to conduct a full-scale internal investigation, and also represented the company in the SEC’s investigation as well as defending the company against a $250 million class action lawsuit and numerous derivative actions and other related civil litigation. The firm also represented Duke Energy Corporation during a year-long federal grand jury investigation into the propriety of certain accounting treatments in its filings with state regulatory commissions.
Sidney Nurkin is senior counsel in the firm’s corporate transactions and securities group, and “unquestionably one of the most knowledgeable corporate lawyers in Atlanta”. Interviewees described his advice to boards of directors regarding change-of-control transactions, internal investigations and other matters as being “of the highest quality”. Alongside him is M Hill Jeffries, described as “one of the best securities lawyers in the US”. Co-leader of the firm’s 275-lawyer corporate practice groups, his principle clients include Home Depot, International Paper Company, Genuine Parts Company, Mirant Corporation and AGL Resources.
John Latham (a “significant presence in the boardroom”) has represented clients in a variety of regulatory matters, including proceedings involving the Securities and Exchange Commission, the New York Stock Exchange, the National Association of Securities Dealers, the Commodities Futures Trading Commission, the New York State attorney general and the Justice Department. Former co-head of the firm’s corporate practice, Vaughan Curtis is said to be “outstanding for health care work in particular”, and is known for his advice to boards, audit committees and outside board members, as well as change-of-control issues and anti-takeover strategies – “he is a star”, remarked one contact. Bryan Davis co-chairs the firm’s mergers and acquisitions practice and is a member of the ABA’s Georgia Corporate Code revision committee. Davis was rated as “quite exceptional” and completes the firm’s strong showing in the chapter.
King & Spalding LLP’s five nominees include John Capers. He stands out for “exceptional” M&A work, with clients such as Internet Security Systems, UCB and Concurrent Computer Systems. Sources spoke highly of his transactional corporate governance work. William Baxley is rated as “probably the smartest guy in Atlanta” by one of our interviewees. Others spoke of his “remarkable knowledge of all facets of corporate law”. Jeffrey Stein is also highly regarded – “one of the more thoughtful lawyers in this area” – according to our contacts. He regularly advises corporate clients regarding SEC reporting and disclosure requirements, and is an “expert” in securities-related matters. Robert Thornton stands out for his “immensely strong” governance-related litigation practice. The firm’s in-house general counsel, he was repeatedly recommended for his work on behalf of acquiring and acquired companies, controlling shareholders, minority shareholders, directors and officers, and special committees of directors in connection with shareholder class and derivative claims. Also lauded for his litigation work in this area is the “outstanding” Joseph Loveland.
Rogers & Hardin LLP is one of four firms with two partners on our list. Founding partner Edward Hardin is “one of the best in the city” and “would be on anybody’s list”. In the past year he has regularly advised the independent directors of two publicly held REITS and one mutual fund, and continues to advise the owners of a 70 per cent interest in the Atlanta Hawks (NBA) and Thrashers (NHL) in shareholder disputes. The “dean of corporate lawyers in Georgia”, Hardin is said to be “a delight to deal with”. His colleague Steven Fox is also said to be “one of the best in the city”, and was consistently recommended for his advice to independent directors, board committees and management in connection with change-of-control transactions and corporate governance matters.
Kilpatrick Stockton LLP’s duo is headed by David Stockton, who was commended for his advice to audit, compensation and various special committees of public companies, as well as boards of directors, in all aspects of public company corporate governance. His colleague Randy Eaddy is “well-known in this field”, and was also recommended for his securities-related expertise and counsel to management, boards of directors and special committees.
Paul Hastings Janofsky & Walker LLP’s Walter Jospin, who was formerly a lawyer with the Division of Enforcement of the US Securities and Exchange Commission, remains an “acknowledged authority” on SEC investigations. Elizabeth Noe “does excellent work”, and was particularly well known for her expertise regarding the discharge of fiduciary duties in connection with extraordinary corporate transactions.
Troutman Sanders LLP is represented by the “excellent” DeWitt Rogers, who stood out for his “superlative work” on the design and administration of corporate ethics and legal compliance programmes. His colleague James Smith is a “particularly fine corporate lawyer”, whose M&A work and work with directors and officers won him several nominations. He has recently been involved in the firm’s representation of the special committee of the board of directors of Thomas Nelson in its going private transaction.
The research also identifies several individuals whose knowledge of corporate governance matters should be recognised. One such example is the “very talented” Lizanne Thomas, Jones Day’s administrative partner. Highly rated by her peers – one source said he had “only ever had excellent experiences working with her” – she has been involved in several special committee representations involving transactional and investigative settings and is a member of the board of Krispy Kreme Doughnuts, where she serves as co-chair of the Special Committee charged with investigating a variety of allegations relating to the company. Clay Long at McKenna Long & Aldridge LLP is “the dean of corporate lawyers” and one of only two individuals to appear in three chapters. A founding partner and cochairman of the firm, “what he doesn’t know about doing business in Atlanta isn’t worth knowing.”
Powell Goldstein LLP is known for its advice on governance and compliance issues, and has performed compliance audits and updates for a major aerospace manufacturer, as well as working with hospitals and healthcare providers on the implementation and improvement of internal compliance programmes. In addition, the firm is wellknown locally for the compliance “best practices” survey it put together for BellSouth, for which the firm interviewed the heads of corporate compliance at over two dozen Fortune 200 corporations regarding their compliance programmes and procedures. Thomas McNeill is a “tremendous lawyer”, known for his expertise in transactional related governance issues.
John Hopkins of Womble Carlyle Sandridge & Rice PLLC is “widely recognised as a real expert”. Respondents “think the world of him”. Before he joined the firm he was executive vice president and general counsel of Jefferson-Pilot Corporation, where he led the legal team on transactions totalling more than $2 billion and supervised compliance, including internal auditing. A “heavy hitter”, Hopkins has more than 30 years of cumulative service on the boards of NYSE and NASDAQ-listed textile and packaging companies. The final featured expert is the “superb” Jonathan Golden of Arnall Golden Gregory, “one of the pillars of the Atlanta legal community”. Golden is a director of Sysco Corporation and has previously held the same positions at The Profit Recovery Group International, Intermedics and Rich Products Corporation, among others. Golden is regarded by his clients and peers as a “certain inclusion” for a list of the best corporate governance lawyers in the state.