Corporate Governance and Investigations

We assist corporate officers, boards of directors and audit committees in managing risk and ensuring compliance, thus protecting the reputations of their companies. We help them guard against corporate impropriety—or take swift action when allegations arise.

Long before new corporate governance legislation ushered in increased corporate accountability, Venable was helping management teams ensure that their companies were run with the highest ethical and operational standards.

On the minds of in-house counsel:

  1. “Are we in compliance with applicable government regulations?”
  2. “How can we produce the documents demanded in a government investigation or major litigation—without disclosing more than we should?”

The costs of compliance with securities and other regulations can be enormous. The risk and disruption inherent in electronic document production in a government or civil litigation can be even more burdensome.

Venable attorneys have worked at the Securities and Exchange Commission and the Departments of Justice and Treasury, as well as state agencies. We know the letter and spirit of the rules put in place in recent years with the intent of providing greater disclosure and preventing fraud.

We advise clients on establishing internal controls that improve risk management while ensuring compliance with SEC and other regulatory requirements. To reinforce internal controls, we also advise on records retention procedures and document management techniques.

Positioning your company to respond to inquiries

In our prior roles as government attorneys, we conducted many investigations. Thus, we’re able to anticipate the questions that will be asked. We’re able to provide guidance on the scope of the documents that are likely to be requested. And we’re equipped to devise procedures that enable clients to respond promptly to inquiries from regulatory or law enforcement organizations, while reducing the risks associated with providing information that is privileged or not responsive.

Taking charge when a compliance problem arises

Having served in senior positions in the federal government, Venable attorneys know what government investigators expect and demand. Our goal is to resolve matters efficiently by getting to the bottom of the issues quickly and zealously advocating the right outcome.

Our method is to come up with a reasonable plan for resolving the issues the government will pursue.

One of our key measures of success—frequently achieved—is that the matter is resolved with minimum disruption and minimum publicity.

Practice Focus

  • Fraud prevention and compliance programs
  • Internal audits
  • Records management
  • Risk management
  • Sarbanes-Oxley compliance


In recent investigations, we have represented:

  • The special litigation committee of the board of directors of a major bank relating to derivative suits alleging that inadequate controls and procedures allowed the bank to be used as a conduit for money laundering in Russia and other countries
  • The board of directors of a major bank regarding allegations made about the chief executive officer
  • A multinational bank concerning allegations that a former employee was selling confidential information
  • An independent committee of the board of directors of a bank in an investigation of alleged money laundering by officers of the bank
  • The special litigation committee of the board of directors of a Fortune 500 company investigating alleged violations of the Foreign Corrupt Practices Act
  • The audit committee of a large real estate company in an internal investigation of potential accounting fraud
  • The audit committee of a Fortune 1000 company in an internal investigation of potential accounting fraud

Government Experience

More than 30 attorneys focused on corporate governance issues including:

  • Securities regulations attorneys
  • White collar defense attorneys
  • Former state's attorney
  • Former assistant U.S. attorneys
  • Former SEC officials
  • Former U.S. attorney general


  • U.S. News – Best Lawyers
    • Best Law Firms, Corporate Governance Law (Tier 1), Baltimore, 2012 – 2023
    • Best Law Firms, Corporate Governance Law (Tier 1), Washington, DC, 2012 – 2019
  • The Best Lawyers in America, 2012 – 2022 (Venable attorneys selected for inclusion)
  • Chambers USA, 2016 – 2022 (Venable attorneys selected for inclusion)