Public Companies

The lawyers in our Public Companies practice group serve as securities and corporate counsel to a wide array of NYSE, NASDAQ, OTC and other publicly traded companies. Their experience includes securities law compliance, self-regulatory organization listing requirements, corporate governance, tax, executive compensation, equity and benefit plans and requirements, state corporate law, broker-dealers, investment advisors, and hedge funds.

We have served as regular outside securities and corporate counsel for:

  • 1st Constitution Bancorp (NASDAQ)
  • Alpharma (formerly NYSE)
  • Community Partners Bancorp (NASDAQ)
  • Dendrite International, Inc. (formerly NASDAQ)
  • Dress Barn, now known as Ascena Retail Group (NASDAQ)
  • EDO Corporation (formerly NYSE)
  • Five Star Products, Inc. (formerly OTC)
  • Footstar Inc. (formerly OTC)
  • Fuel Systems Solutions, Inc. (NASDAQ)
  • Hudson United Bancorp (formerly NYSE)
  • International Flavors & Fragrances Inc. (NYSE)
  • Linens n Things, Inc. (formerly NYSE)
  • National Patent Development Corporation (OTC)
  • Peapack-Gladstone Financial Corp. (AMEX)
  • Phoenix Companies (NYSE)
  • Rayonier Inc. (NYSE)
  • Rudolph Technologies, Inc. (NASDAQ)
  • Talbots, Inc. (NYSE)
  • Valley National Bancorp (NYSE)
  • Virtus Investment Partners, Inc. (NASDAQ)
  • Wyndham Worldwide (NYSE)

Compliance/Filings
We assist our public clients on a day-to-day basis with earnings releases and other public disclosures; Exchange Act reporting, including Annual Reports on Form 10-K, annual Proxy Statements, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (concerning such items as executive compensation matters, executive officer and director appointments, resignations and terminations, material contracts, restructurings, and asset impairments), and Forms 3, 4 and 5 reporting on trading in company stock; securities offerings; private placements; Regulation FD and Regulation G matters; outlook issues; education and advice in connection with insider trading compliance and trading blackout periods and open windows; executive compensation; equity grants; 10b5-1 plans; stock exchange compliance matters; corporate governance and board committee charters; director independence issues; related person and controlled person transactions; disclosure controls and internal control matters; Special Committee representation; and all other related securities issues.

Governance
We advise our clients on all aspects of Sarbanes-Oxley, including audit committee responsibilities and audit committee structure and procedures.

We also regularly interact with self-regulatory organizations in connection with compliance matters. We advise on corporate governance committee charters and responsibilities, responses to shareholder proposals, and corporate watchdog inquiries and reports. We also counsel our clients on relationships with institutional investors, proxy advisory firms, internal investigations, governance measures and best practices, and legal compliance programs. We additionally provide director and officer education and assist companies in adopting best practices.

Senior Executive Compensation
We advise compensation committees of boards of directors and senior HR executives to keep them abreast of changes in the securities laws that affect executive compensation arrangements and advise on related corporate governance matters, including applicable stock exchange listing requirements; SEC rules on proxy disclosure and disclosure in periodic reports and reports on Form 8-K; and compliance with complex federal tax rules, such as Sections 162(m), 409A and 280G of the Internal Revenue Code. We also assist our clients in responding to SEC comment letters on the application of the new compensation proxy disclosure rules and other compliance matters.

The competition for executive talent is fierce, and executive compensation for public companies has undergone a sea change. We give our clients an edge by helping them structure and implement meaningful senior executive compensation arrangements that reward performance and align executive compensation with the interests of shareholders. For example, we design, draft and consult with respect to equity compensation schemes, annual bonus programs and similar pay for performance programs, as well as non-equity-based supplemental retirement plans, change-in-control plans and other compensation arrangements.

Securities Offerings
We act as outside securities counsel for issuers and underwriters on a broad range of offerings. We represent issuers and underwriters in initial and secondary securities offerings, debt offerings, private placements, recapitalizations and rights offerings, and we help our clients on specialized equity financings such as trust preferred securities and mutual-to-stock conversions. We also handle certificate of deposit programs, subordinated note issues, medium-term note programs and commercial paper and other forms of debt issuances for banks and financial institutions.

Other Securities Law Relationships
Our investment management clients include investment advisory firms, broker-dealers, real estate investment professionals, leveraged buyout groups, banking organizations and other financial institutions. Working with our Private Equity and Investment Funds practice group, we provide advice on preformation strategy, organizational structure, regulatory compliance, compensation arrangements and document preparation for exempt funds of all kinds, including hedge funds, private equity funds, real estate investment funds, venture capital funds and leveraged-buyout funds. We guide our clients in navigating the complex matrix of state and federal law impacting exempt investment fund operations.

State Corporate Law
We also advise on issues of state corporate law. We counsel our clients on charter and bylaw issues as well as assist on corporate law issues related to shareholder proposals and other actions.
We work hard to partner with our public company clients in order to regularly provide education and advance planning regarding ongoing public company compliance matters, including assistance in connection with earnings conference calls, Investor Days, webcasts, analysts conferences and meetings, and other communications with institutional shareholders and the investment community. We also team with our public company clients when it is time to prepare their regular SEC reporting documents and filings.

Because compliance with the myriad of SEC, self-regulatory organization and other public company filing and compliance requirements is critically important to any public company, we also make sure our public company clients have an established, "set" team that is highly experienced with public company matters and available when our clients need them.

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Diversity

Diversity and inclusion are core Firm values at Day Pitney. We embrace diversity because we appreciate the reality of a multicultural world and have long understood the value of input and collaboration among professionals with varying perspectives. A multicultural approach leads to broader vision, innovation and creativity. This, in turn, better equips us to provide excellent service to our clients as our focus and dedication to diversity allows the Firm to achieve meaningful, lasting and sustainable results. While we are proud of what the Firm has achieved over the years, the challenge to build on those accomplishments continues. There is still much to do. We remain committed to supporting diversity and contributing to the creation of a profession that more accurately reflects the world in which we live. We do that by encouraging and respecting varying perspectives within the Firm and in the communities in which we practice.

Day Pitney’s diversity and inclusion initiatives not only foster collaboration and mutual respect within our Firm, but also extend outward, into the communities we serve. Our attorneys are committed to enhancing and celebrating diversity in our neighborhoods. Through the Firm’s community outreach efforts, Day Pitney hopes to encourage more women and minorities to enter the legal profession.

Here is an overview of some of our recent community programs aimed at assisting individuals and organizations serving traditionally underserved populations:
  • Through the joint efforts of the Firm's Diversity Committee and Women Working Together (WWT®) program, attorneys in our Florham Park office have been working to foster a relationship with St. Vincent Academy, a college preparatory school for young women of diverse and often politically, socially and economically underrepresented cultures. The students come from various religious backgrounds. Ninety-eight percent of the students are persons of color, and ninety-five percent go on to attend college. Each year before the beginning of the school year, we conduct a back-to-school supply drive to collect donations for the students at St. Vincent. Our attorneys are also working with the school to bring law related programs to the students. 
  • Attorneys in our Hartford office regularly participate in Habitat for Humanity Programs to help socially and economically underrepresented individuals reach the dreams of homeownership. 
  • The Firm is a sponsor of the New Jersey Chapter of the American Conference on Diversity’s annual Diversity Stride, a walk aimed at raising money to fund diversity-related programs for high school students in New Jersey. 
  • All offices annually participate in the Susan G. Koman walk in order to raise money to fight breast cancer. 
  • Day Pitney attorneys have contributed funding, time and pro bono legal services to the Urban League of Greater Hartford, in furtherance of the League’s efforts to “promote the self-empowerment of individuals in the CT Capital Region to achieve educational, occupational and economic equality for themselves and their families.”
  • As a founding member of the New Jersey Law Firm Group (NJLFG), the Connecticut-based Lawyers Collaborative for Diversity (LCD), and the Boston Lawyers Group (BLG), Day Pitney actively supports each organization’s common mission of increasing diversity in the legal profession. Each year, Day Pitney attorneys volunteer to serve as mentors to minority law students through programs coordinated by these three organizations. The Firm also hosts several roundtable discussions on various topics relevant to diversity for these organizations in New Jersey, Connecticut and Massachusetts and participates in BLG and NJLFG job fairs.
In addition to the programs listed above, the Firm’s Summer Apprentices are also invited to organize community service efforts. The Summer Apprentices in each office traditionally choose a community service outreach program meaningful to them and dedicate their time to the community at-large.
 
In large part due to efforts such as these Day Pitney continues to make great strides in supporting diversity initiatives in our neighborhoods.
Day Pitney is committed to fostering an inclusive environment for people of diverse backgrounds at all levels. We continue to strive to provide challenging opportunities, meaningful guidance, and positive incentives to assist our professionals in achieving their greatest potential. In doing so, our goal is ultimately to create advantages out of our differences and to achieve richer, broader goals.
  • Day Pitney is the 2009 recipient of the Fifth Annual Edwin Archer Randolph Diversity Award from The Lawyers Collaborative for Diversity
  • Lynn Baronas, Director of Professional Development, Diversity & Legal Recruiting, nominated for the 2008 advocate of the year award by the Connecticut Minority Suppliers Diversity Council 
  • Recognition from the Urban League of Greater Hartford, Inc. as an "Urban Sponsor" in its 2007 Black History Award Celebration
  • Co-Managing Partner, Jim Sicilian, received a 2007 Human Relations Award for leadership in civic and community affairs by the National Conference for Community and Justice of Connecticut and Western Massachusetts, Inc. 
Day Pitney’s commitment to diversity extends to its recruitment efforts in connection with its summer apprenticeship program. We recruit law students for our summer programs from several minority job fairs and diversity initiatives, including the Philadelphia Area Minority Job Fair, the North East Black Law Student Association Job Fair, the Hispanic Bar Association Job Fair, the Rutgers University Newark Minority Student Program and the University of Connecticut School of Law Cultural Diversity Initiative. We are pleased to report that minority law students comprised forty-three percent of our 2008 summer class and forty-one percent of our 2007 summer class.

Day Pitney believes that diversity is not only crucial to creating a dynamic and cohesive summer apprentice class, but is also important to creating a rich and realistic professional experience for all of our summer apprentices. To that end, the summer program includes activities that expose all of our summer apprentices to a wide range of cultures and backgrounds within the Day Pitney family and in the communities where we practice.
 
For more information about diversity, please contact Edgardo Ramos, Chair of the Diversity Committee at [email protected] or Peter Wilson Jr., Director of Diversity and Legal Recruiting at [email protected]
  1. Number of Human Resources Professionals who are...

    • Non-minority Males 1
    • Minority Males 0
    • Non-minority Females 2
    • Minority Females 2
  2. Number of Finance Professionals who are...

    • Non-minority Males 7
    • Minority Males 0
    • Non-minority Females 9
    • Minority Females 6
  3. Number of Other Lawyers who are...

    • Non-minority Males 35
    • Minority Males 3
    • Non-minority Females 16
    • Minority Females 5
  4. Number of Paralegals who are...

    • Non-minority Males 18
    • Minority Males 2
    • Non-minority Females 65
    • Minority Females 3
  5. Number of Marketing Professionals who are...

    • Non-minority Males 2
    • Minority Males 0
    • Non-minority Females 9
    • Minority Females 1
  6. Number of Of Counsel who are...

    • Non-minority Males 22
    • Minority Males 0
    • Non-minority Females 0
    • Minority Females 0
  7. Number of Partners who are...

    • Non-minority Males 130
    • Minority Males 6
    • Non-minority Females 26
    • Minority Females 3
  8. Number of Administrative Professionals who are...

    • Non-minority Males 39
    • Minority Males 18
    • Non-minority Females 218
    • Minority Females 55
  9. Number of Associates who are...

    • Non-minority Males 62
    • Minority Males 13
    • Non-minority Females 57
    • Minority Females 13
  10. Number of Technology Professionals who are...

    • Non-minority Males 13
    • Minority Males 8
    • Non-minority Females 12
    • Minority Females 0
  11. Number of Librarians who are...

    • Non-minority Males 3
    • Minority Males 2
    • Non-minority Females 6
    • Minority Females 1
  12. Number of partnerships with minority owned law firms? 1

  13. Plan on partnering with minority owned law firms? Yes

  14. Number of partnerships with women owned law firms? 0

  15. Plan on partnering with women owned law firms? Yes

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