Public Companies



"They're terrific - they're very reliable and extremely responsive." "They have a deep understanding of our business." "I have found their work to be incredible."
Chambers USA, 2013, NJ and CT Corporate/M&A

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)
  • First Hartford Corporation (OTC)
  • Fuel Systems Solutions, Inc. (NASDAQ)
  • Hudson United Bancorp (formerly NYSE)
  • Peapack-Gladstone Financial Corp. (AMEX)
  • The Phoenix Companies (NYSE)
  • Rayonier Inc. (NYSE)
  • Rudolph Technologies, Inc. (NASDAQ)
  • Valley National Bancorp (NYSE)
  • 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.