Our experience and familiarity with the federal and state securities laws enable us to be strategic advisors to both seasoned and newly public companies. Our clients look to us for advice on a wide-range of matters, including compliance with federal and state securities laws and securities regulations, including the Sarbanes-Oxley Act of 2002 and related regulations, corporate governance, preparation and review of filings made with the SEC and other regulatory agencies (e.g., annual and quarterly reports, current reports on Form 8-K, proxy statements, insider filings), securities transactions (such as initial, follow-on, and secondary public offerings, financings, mergers and acquisitions, proxy contests, going private efforts, and tender offers), internal and external investigations, and public disclosures generally (including press releases and communications with analysts). Our counseling also brings with it our knowledge as a full-service law firm in other areas of the law, including tax, employee benefits, employment, intellectual property, antitrust, environmental, and litigation as they impact the securities laws and public companies.
Corporate Governance
We have developed extensive, practical expertise in advising clients on issues relating to compliance with Sarbanes-Oxley Act of 2002 and other corporate governance matters. Team members regularly advise our clients, which include public companies, boards of directors, board committees and corporate executives personally, on a wide array of corporate governance matters such as:
- complying with the Sarbanes-Oxley Act of 2002, SEC-related regulations, and NYSE and NASDAQ governance requirements;
- structuring the board of directors and committees of the board;
- developing and establishing comprehensive corporate governance plans, including those related to Sarbanes-Oxley;
- reviewing and advising boards and board committees on related party transactions;
- avoiding, recognizing, and responding to white collar criminal situations;
- developing and overseeing insider trading policies and programs;
- advising on director and officer indemnification and insurance coverage matters; and
- advising on corporate fiduciary duties.
Public Securities
Team members have represented both issuers and underwriters in connection with equity and debt offerings by public companies, including master limited partnerships. We also represent special committees of boards of directors and investment bankers in connection with takeover transactions and fairness opinions and regularly advise our clients on matters relating to disclosure under the securities laws, fiduciary duties of directors and officers, joint ventures, and other forms of alliances. The comprehensive scope of our practice and our extensive experience enable us to bring creative and innovative solutions to complex and novel corporate and securities problems.
The members of our team are regularly involved in the following types of transactions:
- initial, follow-on, and secondary public offerings
- takeovers by means of negotiated transactions as well as tender offers and proxy contests
- private equity investments and buyouts
- going private transactions
- share repurchases
- exchange offers
- U.S. offerings by foreign issuers
- rights offers
- AIM-London Stock Exchange transactions.
The various services that we provide include the following:
- counseling public companies (including master limited partnerships) on periodic reporting compliance with the SEC;
- advising public companies (including master limited partnerships) on general securities matters including Regulation FD, insider trading, and general disclosure issues;
- counseling public companies (including master limited partnerships) and executive officers on executive compensation issues and executive compensation disclosure;
- advising public companies (including master limited partnerships) and public company insiders and affiliates on Section 16 and Rule 13d reporting compliance;
- advising public companies and investors on Rule 144 compliance issues, including sales and reporting;
- advising companies, funds, and individuals regarding compliance with the Investment Company Act and the Investment Advisors Act;
- advising and representing public companies in matters with stock exchanges, including listing applications and delisting proceedings; and
- counseling public companies and shareholders regarding shareholder proposal issues pursuant to Rule 14a-8.
Investigations and Compliance
Companies doing business in the United States, both domestic and foreign, increasingly find themselves under scrutiny by shareholders, government agencies, and private litigants for breach of fiduciary duty, regulatory wrongdoing and other alleged misconduct. In many instances, corporate officers and employees are targeted, in addition to their corporate employers. This increasing scrutiny necessitates that corporate decision-makers take more aggressive and effective steps to ensure that they have sufficient information—if not always to prevent misconduct, then to respond appropriately and proactively when it occurs.
We have significant experience in counseling companies, committees of boards of directors, and individual corporate officers and directors in all aspects of internal and external corporate investigations, including guiding clients in determining whether an investigation is necessary or warranted, understanding the risks and benefits associated with an investigation, gathering data and interviewing witnesses, and disclosing the results of internal investigations to government agencies and other third parties. As part of this effort, we understand the critical nature of insuring that investigation-related materials are securely protected under the attorney-client privilege.
- closely related to internal investigations, we also advise companies, board committees, and officers and directors on the development and implementation of effective corporate compliance programs and codes of conduct, including compliance with the Sarbanes-Oxley Act of 2002. As needed, we integrate the legal skills and resources of our white collar criminal defense group with those of our other practices to respond efficiently and effectively to any situation. Some of our representative engagements include:
- counseling special litigation committees in connection with internal investigations resulting from shareholder derivative actions;
- structuring and overseeing corporate investigations related to SEC claims of insider trading;
- representing board committees in internal corporate investigations as well as compliance matters, including option back-dating; and
- representing companies in connection with whistle-blowing investigations.
