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Practice/Industry Group Overview
In addition to representing energy delivery and power clients in public and private offerings of securities, the Energy Delivery & Power team assists utility-holding companies and numerous public utilities in complying with the periodic and other disclosure requirements under the Securities Exchange Act of 1934. We assist in the preparation of Form 10-Ks, Form 10-Qs, and Form 8-Ks and in all aspects of the proxy solicitation process, including the preparation of the proxy statement, responding to stockholder proposals for inclusion in the proxy statement, review of the annual report to stockholders, and review of the script for the annual meeting. We also review and comment on earnings releases, analyst presentations, rating agency presentations, and Regulation FD issues. Similarly, we assist clients in the development of, and compliance with, insider trading policies and in the preparation of Forms 3, 4, and 5 under Section 16 of the Exchange Act.
Recent corporate scandals, followed by the passage of the Sarbanes-Oxley Act of 2002 and new requirements of the SEC, NYSE, and NASDAQ, have resulted in an increased level of scrutiny of corporate governance and related matters such as board composition, procedures of boards of directors and committees, director and officer fiduciary responsibilities, executive compensation, and governance-related disclosure requirements. We provide advice to numerous utility and power clients on complying with these new corporate governance and related requirements. Work that we have undertaken for our clients includes preparation of the following:
- Charters of audit, compensation, and nominating and corporate governance committees.
- Insider trading policies.
- Disclosure committee charter and procedures.
- Corporate governance guidelines.
- General code of ethics.
- Code of ethics for CEO and senior financial officers.
- Pre-approval policy for approval of nonaudit services by the audit committee.
- Employee complaint procedures (i.e., whistleblower procedures) for accounting and auditing matters.
- Template agendas for audit, compensation, and nominating and corporate governance committees to ensure compliance with their respective charters.
Jones Day's Securities & Corporate Governance team includes more than 75 lawyers in 12 offices throughout the world. Firm lawyers have been recognized on numerous occasions as among the best corporate lawyers in America.
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