Wilson Sonsini Goodrich & Rosati's corporate governance practice advises corporations and boards of directors on implementing best practices in corporate governance, navigating fiduciary duties, and complying with law. They also conduct investigations on behalf of management and boards, and advise companies facing stockholder litigation or actions. The firm has over 50 years of experience partnering with innovative companies, represents over 300 public and 3,000 private companies, and is consistently highly ranked. Their attorneys include former officials with expertise in governance, compliance, and other relevant legal fields.

1. CORPORATE GOVERNANCE
Providing Boards with Guidance and Insight for Strong, Effective Leadership
Wilson Sonsini Goodrich & Rosati’s corporate governance practice advises corporations and their boards of directors
on a full range of matters involving the implementation of best practices in corporate governance, navigation of
director fiduciary duties, and compliance with state and federal law. We also conduct investigations on behalf of
management, boards of directors, and special board or management committees, and advise companies faced with
stockholder litigation demands and stockholder actions.
Experience Makes the Difference
• More than 50 years of experience partnering with the world’s most innovative companies
• Currently represent more than 300 public and 3,000 private companies across a diverse range of industries in
the United States and abroad
• Consistently ranked among the top corporate law firms nationwide by Corporate Board Member magazine and
other trusted sources
• Attorney team includes many former senior officials at major regulatory and judiciary bodies in the areas of
governance and compliance, including the former Chancellor of the Delaware Court of Chancery
• Integrated, multi-disciplinary approach ensures deep expertise in all fields related to complex public company
matters, including securities, compensation, mergers and acquisitions, antitrust, litigation, technology
transactions, and tax
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LOS ANGELES NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

2. A Spectrum of Services
The firm’s corporate governance practice applies a multi-disciplinary team approach to provide all areas
of expertise that a board and/or senior management need to respond to today’s changing governance
landscape. Our attorneys include expert professionals in offices throughout the world, including in
Delaware, California, New York, Washington, Brussels, and China. The team brings a unique, holistic
approach to advising boards and management on an assortment of issues, including:
• Board composition, procedures, and election contests
• Committee composition and procedures
• Audit committee and other internal investigations
• Best practices for boards, committees, and officers
• Director fiduciary duties
• Internal corporate structure and risk management
• Best practices in corporate governance and compliance with state corporate law
• Special Committee assignments and managing director conflicts
• Relationships with stockholders and responding to stockholder demands
• Stockholder proposals and activism
• Merger and acquisition strategy
• Disclosure obligations and analyses
• Crisis management
• Executive succession
• Federal securities laws (including complex disclosure issues) and stock exchange requirements
• Sarbanes-Oxley and Dodd-Frank compliance
• Auditor relationships and independence
• Relationships and interactions with the SEC and national exchanges
The Corporate Governance Team
Members of Wilson Sonsini Goodrich & Rosati’s corporate governance team are regularly called upon
to help shape new laws and regulations, with our attorneys serving as advisors to major regulatory
bodies in the areas of governance and disclosure. For example, the firm’s chairman, Larry Sonsini,
headed the NYSE Commission on Corporate Governance from 2009 to 2010, when it issued its final
report, and chaired the NYSE Regulation, Enforcement, and Listing Standards Committee from 2003 to
2008. He currently is a member of the exchange’s Proxy Working Group, as well as the Securities and
Exchange Commission’s Advisory Committee on Capital Formation and Regulatory Processes. From 1996
to 2011, Steve Bochner served on the Nasdaq Listing and Hearing Review Council, including as chair
and co-chair. He also served as a member of the SEC Advisory Board on Smaller Public Companies, and
was chairman of the Governance and Disclosure Subcommittee of the SEC Advisory Committee.
Recent additions to WSGR’s team have expanded our capacity to assist public companies needing
sophisticated corporate governance counsel. In 2011, WSGR added William B. Chandler III, the
former Chancellor of the Delaware Court of Chancery, who is widely regarded as having been one of the
world’s most influential and well-respected jurists on corporate law and governance matters. In 2015,
Lydia Beebe joined the firm’s team after serving as corporate secretary and chief governance officer of
Chevron Corporation for 20 years.
In addition, other members of our corporate governance practice are senior, top-level practitioners
who have held significant roles in U.S. Attorneys’ offices, the Securities and Exchange Commission,
the Department of Justice, the Federal Trade Commission, the National Security Division, and other
prosecutorial or regulatory enforcement posts.
www.wsgr.com
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE 3/16
An Extraordinary Client Base
With more than 300 public and 3,000 private
clients, Wilson Sonsini Goodrich & Rosati has
been privileged to serve as legal counsel on
corporate governance and securities matters to
many of the world’s most innovative and
influential companies. A partial list includes:
Applied Materials
Astex Pharmaceuticals
Audience
Autodesk
Cornerstone OnDemand
Dolby Laboratories
Expedia
Fluidigm
Fusion-io
Google
Hawaiian Airlines
HomeAway
Jive Software
Justin.tv
LinkedIn
Mindspeed Technologies
Mylan
NetApp
Netflix
Nuance Communications
POET
Polycom
RealNetworks
Salesforce.com
Serious Energy
Silicor Materials
SolarCity
Splunk
Sunrun
TIBCO Software
Total Gas & Power USA
Ubiquiti Networks
Williams-Sonoma