Support your board of directors and your company during high-stakes crises. We manage internal investigations, short-seller defenses, and whistleblower allegations.
When a public company faces a serious event—such as allegations of executive fraud, an aggressive short-seller report, an SEC subpoena, or a major whistleblower complaint—the Board of Directors is immediately thrust into the spotlight. In a crisis, the interests of the management team and the company may suddenly diverge. If the board fails to act swiftly and independently, directors may face heightened fiduciary-duty, litigation, disclosure, and regulatory risk.
At Ishimbayev Law Firm, we serve as independent, outside counsel to Boards of Directors and Special Committees during corporate emergencies. We step in to secure the perimeter, conduct objective internal investigations, and provide the legal process and advice needed to help the board address its fiduciary duties and build an appropriate record.
Advising on the creation of an independent Special Committee, drafting the committee charter, and helping evaluate and document member independence so the committee process can withstand legal scrutiny.
Conducting careful, privilege-sensitive investigations into accounting irregularities, FCPA violations, insider trading, or executive misconduct triggered by whistleblower complaints.
Developing rapid-response legal and disclosure strategies to counter aggressive short-seller “hit pieces” and address disclosure, investor-relations, and market-integrity concerns.
Providing real-time legal advice to directors regarding their Duty of Care and Duty of Loyalty when making significant decisions under extreme pressure.
Within the first 48 hours, we implement strict litigation holds to preserve all corporate data, help preserve applicable attorney-client privilege and work-product protections, and establish a clear communication protocol to prevent unauthorized leaks.
We support the Board’s independent fact-finding process. We interview executives (issuing proper Upjohn warnings), review financial data with forensic accountants, and develop the factual record with appropriate separation from conflicted management.
Based on the investigation and available facts, we advise the Board on the necessary corrective actions—whether that involves terminating executives, restating financials, or self-reporting to the SEC—while managing the subsequent public disclosures.
During an investigation into management, the company’s regular corporate counsel may not be the right adviser if the investigation creates actual or perceived conflicts. We can step in as independent counsel to help make the investigation more credible to regulators, courts, and shareholders.
A botched internal investigation can create privilege, waiver, or litigation risks. We carefully structure the investigation to help preserve applicable attorney-client privilege and attorney work-product protections.
Our goal is to help directors build a careful record that supports the appropriate standard of review under applicable law. By guiding the Board through a careful, documented, and independent process, we help strengthen the board’s position if its process is later challenged.
Legal strategy and market communication often need to be aligned during a crisis. We work closely with crisis public relations professionals to ensure that every press release and market update is legally defensible and consistent with the legal record.
A Special Committee is a temporary group formed by the Board of Directors, typically composed of independent, non-management directors. It is granted authority by the Board, through a charter or resolutions, to investigate a specific crisis or evaluate a transaction where management or other insiders may have a conflict of interest.
It may be inappropriate depending on the facts. Regular counsel works closely with the CEO and management team daily. If the investigation targets that same management team, regular counsel has a conflict of interest. Regulators, courts, and shareholders often give more weight to investigations conducted by unconflicted, independent outside counsel.
A Board should consider independent counsel promptly when it receives a credible whistleblower complaint, a subpoena from a regulatory agency, or uncover red flags regarding accounting practices or executive conduct.
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