Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 




Securities & Corporate Governance Return to Practice Areas & Industries

Group Profile Lawyers in this Group Offices Locations for this Group
 

Practice/Industry Group Overview

Sutherland designs corporate governance structures and helps raise capital in ways specifically suited to clients' regulatory construct.

Corporate governance is of particular importance in today’s regulatory and financial environment. Public and private companies must navigate a much more complex market with a heightened level of scrutiny. It’s more important than ever to have counsel who have been active participants in today’s market, and have successfully dealt with the market demands, regulations and stakeholders in governing public and private companies. Sutherland's highly skilled lawyers provide first-class guidance in meeting the challenges and opportunities these areas present.

Our clients range from public and private corporations to specialty investment companies and sponsors of private investment funds. We work with underwriters, boards of directors and officers of small, medium and Fortune 500 companies to finance transactions that fund corporate growth, and develop best practices for running a business in an ever-evolving corporate environment. We prepare quarterly disclosure filings and proxies, develop policies and procedures to comply with the Dodd-Frank Act, Sarbanes-Oxley Act, anti-money laundering obligations, Foreign Corrupt Practices Act (FCPA) requirements, consumer protection rules in financial transactions and privacy and data breach reporting obligations. We advise boards of directors in corporate crises as well as audit and compensation committees on their obligations.

Sutherland's lawyers acquired their wide-ranging knowledge of these practice areas over many years, and in some cases as attorneys at the SEC and other regulatory agencies. In securities and corporate governance, one size does not fit all. This understanding has produced a team capable of tailoring legal solutions to fit the needs of our clients—whether they are boards, management teams, or stakeholders—in matters from financial reporting controls and crisis management advice to day to day corporate governance consulting.

Why Sutherland
Public company experience.
Sutherland's attorneys have worked as general and special counsel for every kind of public company facing every kind of business challenge. From micro-cap firms going public to Fortune 500 members, we helped our clients deal with SEC matters, mergers, acquisitions, exchange rules, equity and debt offerings, compliance and reporting issues and proxy fights.

Knowledge of governance requirements. We understand today’s evolving governance obligations and industry best practices. Private companies are increasingly required to meet the same rigorous corporate governance standards as those required of publicly traded corporations. We have the experience to develop effective corporate governance programs for both public and private companies.

Capital formation experience. We advise management teams and boards of directors on the formation, capitalization and ongoing operations for public companies, private funds, business development companies (BDCs) and small business investment companies (SBICs). Our guidance extends to regulatory compliance, the issuance of securities in financing transactions and portfolio transactions.

Underwriting knowledge. The role of the underwriter is key to any public financing arrangement, and Sutherland has acted as underwriters' counsel for numerous bulge bracket and regional investment banks. Here, our team can rely on support from our broader practice, providing underwriters with regulatory, tax and litigation services when needed. Understanding how underwriters work and think also helps us navigate securities offerings efficiently for our corporate clients.

Industry-specific experience. Regulations vary from industry to industry, and Sutherland's broad practice means we can serve companies in finance, real estate, retail, energy, aviation, shipping, construction and consumer goods. We tailor corporate governance programs to suit the special requirements imposed on our clients by their industry regulators. This goes far beyond the usual corporate secretary functions to address the intricacies unique to each business.

Nuts and Bolts
Our securities team is highly experienced in successfully completing offerings of all types including:

  • Private placements of debt and equity
  • IPOs, follow-on equity offerings and transferable and non-transferable rights offerings
  • Secured and unsecured public debt
  • Convertible debt
  • Stock exchanges, tender offers and stock repurchase programs
  • Sales of stock by insiders and other selling stockholders

Our corporate governance team is engaged in:

  • Developing corporate governance policies, board committee charters, codes of conduct and other corporate programs and policies
  • Advising audit committees on their heightened responsibilities under the Sarbanes-Oxley Act and the Dodd-Frank Act
  • Advising special committees of the board
  • Developing disclosure controls and procedures to ensure compliance with the CEO and CFO certification requirements under Sarbanes-Oxley and Dodd-Frank, respectively
  • Advising public companies regarding the corporate governance regulatory requirements of the national stock exchanges
  • Crisis management counseling for boards and management teams
  • Representing clients in connection with mergers, acquisitions, divestitures, joint ventures and strategic alliances
  • Advising companies regarding director orientation and continuing education programs
  • Reviewing, structuring and documenting transactions with insiders
  • Planning and conducting annual and special shareholders’ meetings, and advising in connection with proxy contests, hostile bids and activist shareholders
  • Advising institutional investors in connection with the submission of shareholder proposals to corporate proxies
  • Acting as underwriters’ counsel

Take Action
Clients of all sizes operating under various regulatory regimes and business requirements can rely on Sutherland's decades of experience in securities and corporate governance to navigate this dynamic area of corporate law.

Selected Experience
Sutherland advises Fortune 50 company on corporate governance.
Sutherland advised a Fortune 50 company on drafting and updating corporate governance policies to meet investor expectations and securities disclosure obligations.

Sutherland advises leading financial services firm on corporate governance.
Sutherland advised a financial services Fortune 500 company on the development of corporate governance policies.

Sutherland develops comprehensive corporate governance program for new investment fund.
Sutherland counseled a newly-formed investment fund on its development of a comprehensive corporate governance program.


 
 
Articles Authored by Lawyers at this office:

FINRA Announces Effective Date for Discovery Guide Amendments and Provides Insight on Current Initiatives and Trends in Securities Arbitration
Peter J. Anderson,Eric A. Arnold,Keith J. Barnett,Suzanne H. Bertolett,Bruce M. Bettigole, November 25, 2013
In its just-issued Regulatory Notice 13-40, the Financial Industry Regulatory Authority (FINRA) announced that the Discovery Guide Amendments recently approved by the U.S. Securities and Exchange Commission (SEC) will become effective December 2, 2013. In addition, FINRA Dispute Resolution...

IRS Issues Final Regulations Regarding Transfers of Derivative Contracts
Robert S. Chase,Daniel R.B. Nicholas,Amish M. Shah,Rich Sun, November 15, 2013
On November 5, 2013, the Internal Revenue Service (IRS) issued final regulations relating to the transfer or assignment of certain derivative contracts. The final regulations, which are provided as Treas. Reg. § 1.1001-4, address:

New CFTC Rules Provide Broad Enhancement of Protections for Customers of FCMs - But at a Cost
, November 15, 2013
On October 30, 2013, in a 3-1 vote, the Commodity Futures Trading Commission (CFTC or the Commission) approved final rules that significantly strengthen the protections afforded to customers of futures commission merchants (FCMs). “Enhancing Protections Afforded Customers and Customer Funds...

The U.S. Banking Agencies Propose a Liquidity Coverage Ratio: What it Means for End Users
, November 07, 2013
On October 24, 2013, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation proposed rules implementing the Basel III liquidity coverage ratio (LCR). The proposed LCR is more stringent than the international...

SEC Awards Whistleblower More Than $14 Million - Largest Award to Date
, October 07, 2013
In a press release issued on October 1, 2013, the U.S. Securities and Exchange Commission (SEC or Commission) announced its largest whistleblower award yet of $14 million. The recipient of the award is an individual whistleblower who reported information that led to a successful enforcement action...

The SEC Issues Formal Guidance Involving Financial Information Requirements for Certain Portfolio Companies of BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 03, 2013
The U.S. Securities and Exchange Commission (SEC) Division of Investment Management recently published formal guidance (see link below) applying rules that require the inclusion of certain financial information on unconsolidated subsidiaries to portfolio companies of business development companies...

After Four Years of Increased Activity, FINRA’s Sanctions Are Dropping in 2013
Andrew M. McCormick,Brian L. Rubin, September 10, 2013
Financial Industry Regulatory Authority (FINRA) 2013 fines and disciplinary actions are on track to fall well short of 2012’s totals. During the first half of 2013, FINRA reported $23 million of fines in its monthly Disciplinary and Other FINRA Actions publications. In contrast, during the...

CFTC Finalizes Harmonization Rules: Advisers to RICs Benefit From “Substituted Compliance” for Many Obligations
, August 29, 2013
On August 13, 2013, the Commodity Futures Trading Commission (CFTC) adopted final rules to harmonize certain disclosure, reporting and recordkeeping obligations of commodity pool operators (CPOs) that are investment advisers to registered investment companies (RICs) with applicable federal...