Public Company Counseling TRANSACTIONAL

A premier public company counseling practice providing timely, tailored and practical disclosure and corporate governance advice to clients based on in-depth experience and practical insight.


WilmerHale’s disclosure and corporate governance insight has been developed by serving as outside counsel to hundreds of US and non-US public companies, and through our leading Capital Markets Practice. With a team that includes former SEC senior staff members, our premier Public Company Counseling Practice offers clients a unique combination of experience and skill that creates substantial efficiencies and allows for remarkable responsiveness.

Our corporate lawyers draw on the firm’s preeminent securities enforcement and regulatory practices when clients encounter corporate crises or need guidance on important public policy issues. We work closely with clients to address new disclosure requirements and emerging hot-button governance and disclosure issues. We advise on SEC and stock exchange requirements, shareholder proposals, corporate governance policies, anti-takeover defenses and emerging best practices; address interactions with activist shareholders; and handle matters involving the Sarbanes-Oxley Act, Dodd-Frank Act and JOBS Act.

Contacts

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Salhus, Knute J.

Knute J. Salhus

Co-Chair, Public Company Counseling Group

+1 212 230 8805 (t)

knute.salhus@wilmerhale.com

Wolfman, Jonathan

Jonathan Wolfman

Co-Chair, Public Company Counseling Group

+1 617 526 6833 (t)

jonathan.wolfman@wilmerhale.com

Bain, Mick

Mick Bain

Partner

+1 617 526 6158 (t)

michael.bain@wilmerhale.com

Boot, Jeannette K.

Jeannette K. Boot

Partner

+1 212 295 6507 (t)

jeannette.boot@wilmerhale.com

Borden, Mark G.

Mark G. Borden

Partner

+1 617 526 6675 (t)

mark.borden@wilmerhale.com

Bothwick, Jay E.

Jay E. Bothwick

Partner

+1 617 526 6526 (t)

jay.bothwick@wilmerhale.com

Braun, Martin

Dr. Martin Braun

Partner

+49 69 27 10 78 207 (t)

martin.braun@wilmerhale.com

Brown, Lillian

Lillian Brown

Partner

+1 202 663 6743 (t)

lillian.brown@wilmerhale.com

Buckland, Peter

Peter Buckland

Partner

+1 650 858 6036 (t)

peter.buckland@wilmerhale.com

Experience

We provide timely, tailored and practical disclosure and corporate governance advice to public companies across a broad range of industries. Our advice is based on the in-depth experience and practical insight we have developed by serving as outside counsel to hundreds of US and non-US public companies; through our work with the many other public companies that regularly seek our advice on critical governance and disclosure questions; and through our leading Capital Markets Practice. With a team that includes former SEC senior staff members—among them the most recent Director of the SEC’s Division of Corporation Finance—our premier Public Company Counseling Practice offers clients a unique combination of substantive knowledge and practical experience that creates substantial efficiencies and allows for remarkable responsiveness.

In addition to the value we bring to day-to-day public company counseling matters, our corporate lawyers are able to draw on the skills and experience of our preeminent securities enforcement and regulatory practices when our clients encounter corporate crises (such as an accounting restatement, cybersecurity breach, whistleblower complaint or internal investigation) or need guidance on important public policy issues. This close collaboration enables us to assist clients with disclosure, governance and compliance issues based on real, multi-disciplinary experience with similar situations and with an in-depth understanding of the SEC’s current thinking on key issues.

Our disclosure practice includes advising on substantive and technical filing and disclosure questions. We routinely draft and review all types of reports, proxy statements and other documents filed with the SEC, as well as press releases and other informal market communications, and regularly assist clients in responding to SEC staff comment letters. We have extensive experience in advising on compliance with Regulation FD, Regulation G, Section 16 reporting requirements and executive compensation disclosure. We work closely with our clients to address new disclosure requirements and emerging hot-button disclosure issues, such as conflict minerals reporting, use of social media, and a variety of corporate social responsibility issues.

Our corporate governance practice includes advising on SEC and stock exchange requirements, shareholder proposals, anti-takeover defenses and emerging best practices; addressing interactions with activist shareholders; and handling matters involving the Sarbanes-Oxley Act, Dodd-Frank Act and JOBS Act. We have advised numerous boards and management teams on key governance issues, including the design and implementation of board governance policies, committee charters, internal controls, disclosure policies and controls, whistleblower policies and attorney reporting procedures. We also serve as independent counsel to a number of audit committees.

Representative Clients

We regularly advise the following public company clients on corporate matters:

  • Akamai Technologies
  • Amdocs Inc.
  • Analog Devices, Inc.
  • Analogic Corporation
  • Dean Foods
  • Discovery Communications, Inc.
  • Genpact
  • The Medicines Company
  • MKS Instruments
  • Panera Bread
  • PerkinElmer Inc.
  • Red Hat, Inc.
  • Skyworks Solutions, Inc.
  • Staples, Inc.
  • State Street Corporation
  • Thermo Fisher Scientific Inc.

Publications & News

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October 9, 2014

SEC Enforcement Actions Emphasize Importance of Stock Ownership Reporting Obligations for Public Companies and Insiders

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors and major stockholders of public companies for violating Section 16(a) and/or Section 13(d) of the Securities Exchange Act of 1934, as amended.

September 15, 2014

Delaware Court of Chancery Once Again Upholds Forum Selection Bylaw Requiring Intra-Corporate Litigation to Be Brought in a Forum Chosen by the Board of Directors

Once announced, merger and acquisition transactions typically result in the filing of numerous lawsuits in multiple jurisdictions. The Delaware Chancery Court has once again approved forum selection bylaw as a way to reduce the expense and distraction of multi-forum litigation.

May 14, 2014

WilmerHale Named Among America’s Top Corporate Law Firms

WilmerHale has been named to NYSE Governance Services and FTI Consulting’s “America’s Top Corporate Law Firms,” a comprehensive ranking of the top 25 firms in the nation.

May 6, 2014

2014 Corporate Reports

WilmerHale’s annual IPO, Venture Capital and M&A Reports provide comprehensive statistics and analysis that are hard to find elsewhere.

April 25, 2014

Selected 2014 Life Sciences Transactions

Recognized both globally and nationally as a leading life sciences practice, WilmerHale has four decades of experience representing biotechnology, pharmaceutical and medical device companies at all stages of growth, as well as venture capitalists and investment banks.

March 25, 2014

2014 IPO Report

Our 2014 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns; useful IPO market metrics; an update on the pros, cons and recent rates of adoption of various elements of JOBS Act relief available to emerging growth companies; and a look at the expanded role CEOs now must play in the IPO process.

March 11, 2014

US Supreme Court Upholds Broad Scope of Sarbanes-Oxley Act Whistleblower Protection

Last week, the US Supreme Court issued an important decision addressing whether Section 806 of the Sarbanes-Oxley Act of 2002 (SOX) (codified at 18 U.S.C. § 1514A) limits protection from retaliation to the employees of public companies, or if it also covers employees of contractors to a public company.

December 6, 2013

Meredith Cross Talks IPOs, Jobs and Disclosure

A Q&A interview featuring WilmerHale Partner Meredith Cross, published in the December 6, 2013 of The Deal Pipeline.

November 1, 2013

WilmerHale Among U.S. News – Best Lawyers® “Best Law Firms” and Again Named International Arbitration “Law Firm of the Year”

The 2014 edition of the U.S. News – Best Lawyers® “Best Law Firms” list names WilmerHale as “Law Firm of the Year” in International Arbitration—this is the second consecutive year that the firm has won this honor—and honors WilmerHale as a first-tier law firm in 27 national and 60 metro-area rankings.

October 22, 2013

2013 Q3 IPO Report

Our 2013 Q3 IPO Report offers a detailed analysis of the IPO market for the first three quarters of the year. The IPO market produced 121 IPOs during this period—39 more (48%) than the 82 IPOs completed in the first three quarters of 2012 and nine more than the annual average of 112 IPOs that has prevailed for the past three years.