Corporate Governance

We help directors of public and private companies find compliant structures and procedures that work best for them and their shareholders.

Overview

We work with public and private companies, as well as officers and directors, on matters involving compliance and corporate governance. Our clients run the gamut from entrepreneurial private companies to companies listed on the NYSE, NASDAQ, and OTC Bulletin Board.   We have extensive experience helping public companies with a vast array of compliance issues, including SEC filing and disclosure requirements, SEC and DOJ subpoenas and inquiries, internal investigations, shareholder relations, annual meetings, proxy advisor recommendations, investor conferences, board and committee procedures and documentation, press releases, Regulation FD, Regulation G, insider trading, Section 16, Sarbanes Oxley, Dodd Frank, executive compensation, and exchange listing requirements.

We help clients anticipate and head off compliance issues that, if left unaddressed, could create significant risk and exposure down the line. Because we get to know our clients’ businesses, we’re the ones they call to structure inventive solutions when the standard, cookie-cutter advice won’t do.

We counsel companies on the full range of corporate governance matters, including the structuring of boards and committees and their functions, executive compensation, policies and procedures, and fiduciary duties. We also support our clients in responding to SEC inquiries and conducting internal investigations, such as those relating to the Foreign Corrupt Practices Act and insider trading. We’re also routinely included in AGG’s multidisciplinary teams that help companies with deals – such as mergers and acquisitions – both to conduct due diligence and to assist with instituting new compliance and governance procedures.

In addition, our long and broad experience with SEC regulations of many sorts allows us to help public company in-house securities attorneys with securities issues that are too obscure or complex for routine handling.

Our team leadership has been recognized by Georgia Super Lawyers and is regularly featured in writing and speaking engagements. We’re also frequently asked to present at events for lawyers, auditors, and accountants.

Experience

  • Assisted Fortune 100 company in creation of FCPA compliance program.
  • Successfully negotiated no-action letter with SEC for Fortune 100 company regarding complex Sarbanes Oxley auditor-related issue.
  • Assisted CFO of prominent NYSE listed company in connection with agency subpoena.
  • Assisted Russell 2000 company in connection with SEC insider trading investigation and related internal inquiry.
  • Assisted Fortune 100 company in connection with large trader issues under Section 13H.
  • Assisted third party provider of due diligence services in connection with post-Dodd Frank compliance.
  • Assisted regionally prominent, employee-owned S corp by drafting tailored employee stock purchase and repurchase plans, including plan documents, agreements, disclosure documentation, assistance with board and committee approval procedures, and detailed instruction memos for use by in-house personnel
  • Successfully assisted Russell 2000 company in gaining access to books and records of portfolio company takeover target.
  • Provided corporate governance and SEC disclosure advice for a campus housing REIT in connection with a $354 million underwritten initial public offering.
  • Provided corporate governance and SEC disclosure advice in connection with the filing and SEC review of a proposed underwritten initial public offer for the largest national temperature-controlled warehousing and logistics services company.
  • Drafted board orientation materials on compliance and fiduciary duty matters for multiple NYSE and NASDAQ-listed companies.

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