The Corporate Governance and Securities Law team advises a large number of public and private companies on areas from Sarbanes-Oxley compliance and shareholder derivative suits to public company reporting and securities offerings. Our team is committed to providing clients with efficient, high quality and responsive legal services.
Corporate Governance
Increasingly complex regulatory environments combined with heightened government and stakeholder scrutiny have increased a company’s risk of substantial legal exposure, as well as reputation-damaging publicity. Williams Mullen attorneys advise corporate management, boards of directors and board committees on corporate governance matters including board oversight in light of Sarbanes-Oxley.
We have experience with:
- Comprehensive counseling and advice on compliance with the Sarbanes-Oxley Act of 2002, requirements of the Securities and Exchange Commission and the corporate governance listing standards of the New York Stock Exchange.
- Advice on auditor independence requirements (including the provision of non-audit services), the adoption of audit committee charters, qualifications of audit committee members and the various responsibilities imposed on audit committees by Congress, the SEC and NYSE listing standards
- Preparation of codes of business conduct and ethics (including codes of ethics for senior financial officers) that comply with applicable corporate governance standards as well as provide the basis for an effective program of deterrence under the United States Federal Sentencing Guidelines
- Advice on the preparation of corporate governance guidelines that address, among other things, director qualification standards (suitability, independence, term limits, retirement policy, etc.), director responsibilities, Board and committee operations, executive sessions and management succession
- Advice on all aspects of SEC reporting and disclosure related to the new corporate governance requirements under the federal securities laws, including Exchange Act reports and proxy statements filed by issuers and Section 16 reports filed by insiders
- Representation in connection with the handling of, and response to, shareholder derivative demands, including advice on the roles of counsel, management and corporate directors, the evaluation of the derivative demand, advice on the proper conduct of special board meetings to discuss the derivative demand, the timing and content of a company’s initial response to the shareholder and SEC disclosure issues arising in connection with the demand
- Advise the board of directors regarding its fiduciary duties in connection with shareholder derivative proceedings, including matters relating to conflicts of interest, independence, good faith and the exercise of due care
- Counseling on the creation of independent special litigation committees of the board of directors to investigate a shareholder’s allegations of misconduct, including the scope and duties of the special litigation committee, the adequacy and reasonableness of any investigation and the retention of independent counsel and other advisors to assist the committee in its investigation
- Audit Committee Investigations of potential Sarbanes-Oxley violations and whistleblower claims
Securities
Williams Mullen offers substantial expertise in securities law including offerings, public company trading and reporting, securitization, and ‘40s Act compliance and enforcement. In particular, we assist our clients in these areas:
- Representation of issuers and underwriters in public and private offerings of debt and equity securities
- Counseling and representing issuers in initial public offerings
- Shelf registrations (allocated and unallocated)
- Registration of business combination transactions
- Institutional private placements
- Commercial paper programs
- Registration of employee benefit plans
- Registration of dividend reinvestment and stock purchase plans
- Compliance and enforcement matters
Public Company Reporting and Trading
- Periodic reports and proxy statements
- Williams Act filings
- Compliance with insider trading rules
- Issuer repurchases of securities
- Listing on New York Stock Exchange, American Stock Exchange, NASDAQ National Market and NASDAQ SmallCap Market
- Stock splits and dividends
- Resales of restricted and control securities
- Compliance and enforcement matters
- Internal investigations
- Liquidations
Investment Advisors Act of 1940
- Registration
- Compliance and enforcement matters
Investment Company Act of 1940
- Organization of mutual funds
- Partnership hedge funds
- Compliance and enforcement matters
Blue Sky Laws
- Registration of securities
- Compliance and enforcement matters
