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.
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
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.
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:
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:
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...
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 Issues Highly Anticipated Harmonization Rules
, August 15, 2013
Today, the Commodity Futures Trading Commission (CFTC) provided long-awaited clarification and relief to investment advisers that are registered with the CFTC as commodity pool operators (CPOs) and/or commodity trading advisors (CTAs). The CFTC issued final rules to harmonize certain compliance...
An End-User’s Guide to the CFTC’s Final Cross-Border Guidance
, August 09, 2013
Last month, the U.S. Commodity Futures Trading Commission (CFTC) issued final interpretive guidance with respect to the cross-border application of the Dodd-Frank Wall Street Reform and Consumer Protection Act’s (Dodd-Frank Act) requirements for swaps (Final Guidance). This Legal Alert...
Ready or Not: Lost Securityholders, Uncashed Checks and Dormant Accounts
, August 09, 2013
In the dog days of August, it would be tempting to put aside challenges created by new Securities and Exchange Commission (SEC) rules. But we all know that would be a mistake. Instead, attention needs to be paid now to new rules requiring searches for lost securityholders and persons holding...