Practice/Industry Group Overview
Business organizations – both publicly traded and private – look to us for strategic advice. As trusted general outside counsel, we work closely with a company’s management, legal department, board of directors and board committees. We guide them through legal, regulatory and fiduciary requirements to achieve their business goals.
Our role is helping our clients with effective legal advice to make profitable business judgments. We understand business organizations, whether they are Fortune 500 companies or small and closely held. We are involved with cutting edge developments and “best practices” in governance and regulation. Some of our lawyers have served as in-house counsel. From this experience and perspective comes the judgment to evaluate and counsel on business strategies and their legal ramifications.
Edwards Wildman meets your needs with an integrated, cross-disciplinary approach. The high-quality lawyers advising you will be chosen for their expertise with the varied issues that face your company. They will be drawn from our business law, securities enforcement and litigation, executive compensation and other relevant practices as needed. The broad experience they bring to bear includes:
- Crafting SEC and other public disclosures for all situations
- Compliance with SEC and stock exchange requirements
- Counseling boards and board committees on fiduciary duty and independence issues, as well as all types of transactions
- Director selection, evaluations and education
- Structuring change of control strategies, including shareholder rights plans and other defenses, as well as dealing with shareholder advisory services and proxy proposals
- Conducting internal investigations
- Risk assessment and management, including D&O insurance coverage and indemnification issues
- Developing and implementing disclosure controls and procedures, as well as internal controls and governance protocols, compliance programs, codes of ethics and conduct, whistleblower programs, and records management procedures
- Formulating strategies for protection and commercialization of intellectual property
- Assisting regional and national corporate clients with management and defense of multi-state claims to enhance the quality of their legal representation and reduce their legal costs
Articles Authored by Lawyers at this office:
Courts Weigh in on NSA Bulk Telephony Metadata Program
Lawrence R. Freedman,Ari Z. Moskowitz, January 07, 2014
In December, two federal courts weighed in on the NSA’s bulk telephony metadata collection program, under which the agency collects from U.S.-based telephone companies, and stores, the metadata of telephone calls - such as numbers dialed and received and the length of calls. The courts came...
SBA Issues Proposed Rule Permitting SBICs to Invest in Double Holding Companies
Christopher J. Douglass,Alan B. Roth,Michael R. Wilson, January 03, 2014
On December 23, 2013, the U.S. Small Business Administration (“SBA”) issued a proposed rule to revise the Small Business Investment Company (“SBIC”) regulations regarding investments in passive businesses and the use of double holding companies in structuring SBIC...
Bills Introduced in Congress Addressing Online Video Distribution, Sports Blackouts
Seth A. Davidson,Arthur H. Harding, November 21, 2013
On Tuesday, November 12, 2013, Senator Rockefeller (D-WV), chairman of the Senate Commerce Committee, introduced the “Consumer Choice in Online Video Act” (CCOVA). Also on November 12, 2013, Senators Blumenthal (D-CT) and McCain (R-AZ) introduced the “Furthering Access and...
Who Owns a Bribe?
James Maton, November 15, 2013
A public official receives a bribe to award a contract. Does the bribe “belong” to the official or to the state that he or she represents? The answer to the question can matter a great deal to the success of a claim. But the issue is controversial and the answer unclear in English law....
London Court Decides Loan Agreement Bans LIBOR Manipulation
Rod J. Cowper, October 07, 2013
The Commercial Court in London has accepted that a term is to be implied into an agreement between a LIBOR reporting bank and its customer that it would not seek to manipulate LIBOR: Deutsche Bank AG v Unitech Global Ltd  EWHC 2793 (Comm).
Employee Shareholders - UK Capital Gains Tax Exemption for Employee Shares
Shawn E. Atkinson,Michael McCormack,Andrew Overend,David Ramm, October 03, 2013
On 1 September 2013, the Growth and Infrastructure Act 2013 (the GIA) came into force in the UK bringing with it a new statutory employment status, namely the ‘employee shareholder’. The GIA provides that, through agreement with his employer and for no financial consideration (although...
Employer-Sponsored Health Plans and SEPT. 23 HIPAA DEADLINE: Time for a Tune Up?
Theodore P. Augustinos,Mark E. Schreiber,David S. Szabo, October 03, 2013
Self-insured employer health plans, whether administered by the sponsor or by a third party administrator (TPA), need to be in compliance with the amended HIPAA rules, effective September 23, 2013. That date has now passed and not all employers with self-insured plans are aware of their obligations...
SBIC Debentures Remain an Inexpensive Source of Capital Despite Pricing Increase
Kate L. Price,Alan B. Roth, September 24, 2013
The September 2013 pooling of Small Business Investment Company (“SBIC”) debentures was priced at 3.644%. This most recent semi-annual pricing of SBIC debentures reflected an increase to the March 2013 pricing of 2.351%, but it is still well below the historical average rate for SBIC...
A New Player in Town: Domestic Anti-Bribery Enforcement by China
Kenneth Choy,John Yiu, August 07, 2013
Anti-corruption has in recent years consistently topped the list of hot topics in Asia, with the implementation of the UK’s Bribery Act and the perception of increasingly aggressive enforcement of the Foreign Corrupt Practices Act by the US. The focus to date, however, has largely been on the...
First Circuit Holds That Private Equity Fund is a Trade or Business Subject to Potential ERISA Control Group Liabilities; Broader Tax Consequences Possible
Lori A. Basilico,Benjamin Ferrucci,Karl P. Fryzel,Scott J. Pinarchick, July 31, 2013
Last week, reversing a decision of a federal district court in Massachusetts, the First Circuit held, in Sun Capital Partners III, LP et al. v New England Teamsters & Trucking Industry Pension Fund et al., that a private equity fund qualified as a “trade or business” and may be...
SBA Modifies Procedures for the Prepayment of SBIC Pooled Debentures
Christopher J. Douglass,Alan B. Roth,Tamer Tullgren, July 30, 2013
On July 25, 2013, the U.S. Small Business Administration (“SBA”) issued a notice to Small Business Investment Companies (“SBICs”) that the procedures to prepay pooled debentures are being changed starting with the next semi-annual payment date on September 1, 2013.