Public Companies, Securities and Capital Markets

Regulatory Compliance

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.

Corporate Governance

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.

Executive Compensation

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.

Representative Matters

The value of our experience, skills and resources in regulatory compliance, corporate governance and executive compensation is exemplified through the following transactions:

• Represented numerous foreign entities in connection with the corporate structuring and organization of their businesses in commencing operations in the United States.
• Represented a major international bank in connection with legal, insurance and securities issues arising out of 9/11 events.
• Assisted several business trusts in the reorganization of ownership interests of electricity generating facilities located at one large landfill that used methane gas as a fuel.
• Review public companies'' SEC filings and other public disclosures, including Forms 10-K, 10-Q and 8-K and earnings releases, and advising with respect to Regulation FD matters.
• Represent public companies in connection with the restatement of their financial statements and any SEC-related investigations.
• Counsel public companies with respect to certain executive compensation matters, focusing primarily on the disclosure obligations related to a company's executive compensation program, including the compensation discussion and analysis, say-on-pay proposal, and other detailed executive compensation-related disclosures.
• Review and draft public companies' equity compensation plans and related equity award agreements, employee stock purchase plans, and employment and separation agreements, and advise with respect to the disclosure- and securities-related obligations that may arise in connection with these arrangements and other employee benefit plans.
• Counsel public companies in connection with matters related to annual and special shareholder meetings, including drafting and review of proxy materials, voting policies of institutional investors and proxy advisory firms, and shareholder proposals.
• Advise listed companies with regard to compliance with continued listing standards and corporate governance requirements, including issues related to director independence, board committee functions and shareholder approval requirements, and drafting and review of documents required under listing standards, such as committee charters, codes of conduct and governance principles.
• Advise public companies with respect to Section 16 matters and related disclosures, as well as disclosure obligations under Regulation 13DG.