Securities and Corporate Governance

Our Securities and Corporate Governance Practice counsels public and private companies, as well as officers, directors, investors, and underwriters in connection with financing transactions and matters involving securities regulation, compliance and corporate governance.   Our clients include entrepreneurial private companies, as well as companies listed on the NYSE, NASDAQ and OTC Bulletin Board.  Our experience includes representing both issuers and underwriters in a broad range of securities activities, including public offerings and private placements of debt and equity securities, tender offers, proxy contests, going-private transactions, and preparation/review of periodic reports filed with the Securities and Exchange Commission (SEC).  We help clients with annual meeting preparation, including preparation of proxy materials, and provide advice regarding ongoing securities compliance. We work together with these clients to provide solutions which make sense given their goals and resources.

Our practice provides a complete range of legal services related to securities transactions and regulation, including representation of:

  • Companies and underwriters in connection with initial and follow-on public offerings
  • Public companies in connection with their ongoing SEC filings and compliance
  • Public companies considering tender offers, mergers, and going private transactions
  • Public companies in going-private transactions
  • Businesses seeking to raise capital by means of private offerings, PIPE transactions, and Rule 144A eligible debt offerings
  • Publicly and privately held businesses in the areas of transaction planning and risk management
  • Privately held businesses considering sales to public companies
  • Fund managers and investment advisers in capital raising transactions
  • Officers, directors and large shareholders in connection with share acquisitions, dispositions and hedging transactions

We also counsel companies on a wide range of corporate governance matters, such as:

  • Structuring boards and committees
  • Nominating and removing directors and officers
  • Annual meeting preparation, including preparation of proxy materials
  • Directors and committees seeking advice on meeting their fiduciary duties, corporate governance initiatives, conducting investigations, and addressing derivative claims
  • Advising audit and other board committees in connection with their responsibilities
  • Whistleblower policies and related compliance
  • Executive compensation
  • Standards of conduct and codes of ethics
  • Drafting, implementing and enforcing corporate governance policies and procedures
  • The corporate governance regulatory requirements of the New York Stock Exchange and the NASDAQ Stock Market
  • Conducting investigations, including those related to the Foreign Corrupt Practices Act and insider trading
  • Managing relationships with outside auditors, compensation consultants and other third party advisors