Day Pitney advises and represents leading public companies and financial institutions. Our skilled Securities practice group draws on substantial experience and deep industry knowledge in counseling clients on matters ranging from regulatory compliance and governance to mergers and acquisitions and securities offerings. Our attorneys are recognized for providing sophisticated, insightful and innovative advice on complex securities matters and effectively representing public and private companies, issuers, underwriters, market participants and banks.
We provide comprehensive representation for companies subject to federal and state securities laws and national securities exchange requirements. We routinely assist our clients in the preparation and filing of annual, quarterly and current reports, proxy statements, and other filings with the U.S. Securities and Exchange Commission (SEC). By harnessing our combined knowledge and diverse talents, we are able to provide advice in connection with Regulation FD disclosure obligations, Section 16 filings, transactions by insiders, stock repurchase programs, Rule 144 transactions, troubled company disclosures, exemptions from registration, shareholder demands, potential violations of law and corporate communications. Thoroughly understanding the intricacies of our clients'' businesses and objectives is crucial to us, and we provide practical compliance advice to businesses in all industries and stages of growth.
On behalf of our clients, we regularly interact with staff of the SEC''s Division of Corporation Finance, Office of Chief Accountant and Division of Enforcement and develop innovative solutions to unique regulatory matters.
Our lawyers have extensive experience in guiding companies through the restatement of their financial statements and managing responses to enforcement actions by the SEC and other governmental authorities. We regularly prepare SEC no-action letters and responses to SEC comment letters. In addition, we provide legal opinions in connection with transactions, securities laws, and discrete, complex legal issues.
We serve as securities and corporate counsel to a wide array of NYSE, Nasdaq, OTC and other publicly traded companies. Our experience includes federal and state securities law compliance, self-regulatory organization listing requirements, corporate governance, and tax and executive compensation.
Our corporate governance team acts as a trusted adviser to companies in a broad range of industries. We regularly counsel boards of directors and their committees regarding fiduciary duties, governance best practices, board composition and structure, management succession, change-in-control situations, and conflict of interest avoidance. We advise our clients on all aspects of Sarbanes-Oxley, including audit committee responsibilities, structure and procedures. We also provide strategic advice regarding director and auditor independence, internal controls and risk management, shareholder communications, and sensitive governance matters. With experience and efficiency, we advise our clients on matters relating to annual shareholder meetings, voting policies of institutional investors and proxy advisory firms, and shareholder proposals. Our substantial governance experience and accessibility allow us to maintain expansive relationships with our clients while also advising on specific, complex issues as they arise.
Our highly regarded executive compensation attorneys bring their extensive knowledge into the boardrooms of well-known companies, assisting boards of directors, compensation committees and individual executives in both the design and disclosure of executive officer and director stock option plans and equity-based compensation agreements. We also provide advice on executive employment and separation agreements, deferred compensation, retirement benefits, and golden parachute and change-in-control arrangements. Our attorneys advise on compensation arrangements that incentivize and reward executives while aligning with the interests of shareholders. Our experienced attorneys draft and review companies'' compensation discussion and analysis, say-on-pay proposals, and other detailed executive compensation-related disclosures.
Capital Markets and Corporate Finance
Our attorneys are pragmatic and creative in negotiating and structuring complex market transactions and securitized products. We represent both pre-IPO and public companies in various types of equity and debt offerings, including IPOs, follow-on offerings, Rule 144A transactions and private placements.
In addition to issuers, we represent underwriters and banks participating in securities offerings throughout the due diligence, negotiation and regulatory approval processes.
We also counsel clients seeking access to the markets throughout their initial public offering, from pre-offering publicity to governance structuring and corporate reorganization to prospectus and registration preparation.
The value of our experience, skills and resources in regulatory compliance, corporate governance and executive compensation is exemplified through the following transactions:
Day Pitney's Capital Markets team has served as counsel to corporate issuers and investment banks in a variety of public and private securities offerings. We regularly advise our clients on capital markets transactions in various industries. Our practice is integrated with other relevant practice areas, such as tax, employee benefits and energy. We seek to provide our clients with dedicated, responsive, practical and efficient legal representation.
Day Pitney's Private Companies practice group renders services to closely held and family businesses. These services include:
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.