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 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, the firm's Public Company Counseling Practice offers clients a unique combination of substantive knowledge, practical experience and skill that creates substantial efficiencies and allows for real-time 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, technical compliance developments, and emerging hot-button governance and disclosure issues. We advise on SEC and stock exchange requirements, shareholder proposals, corporate governance practices, anti-takeover defenses, investor expectations and emerging best practices, and address interactions with activist shareholders.

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

Cross, Meredith

Meredith B. Cross

Partner

+1 202 663 6644 (t)

meredith.cross@wilmerhale.com

Bain, Mick

Mick Bain

Partner

+1 617 526 6158 (t)

michael.bain@wilmerhale.com

Bonnes, Andrew

Andrew Bonnes

Partner

+1 617 526 6136 (t)

andrew.bonnes@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 sensitive and critical governance and disclosure questions; and through our leading Capital Markets Practice. With a team that includes former SEC senior staff members—among them a former Director of the SEC's Division of Corporation Finance—our premier Public Company Counseling Practice offers clients a unique combination of substantive knowledge, practical experience and skill that creates substantial efficiencies and allows for real-time responsiveness.

In addition to the value we bring to day-to-day public company counseling matters, our corporate lawyers 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 anticipating and responding to SEC staff comments. We have extensive experience in advising on compliance with Regulation FD, Regulation G and other requirements that apply to non-GAAP financial measures, Section 16 reporting and executive compensation disclosure. We work closely with our clients to address new disclosure requirements, such as conflict minerals reporting and the executive compensation rules mandated by the Dodd-Frank Act, including pay ratio disclosure, and emerging hot-button disclosure issues, such as use of social media and corporate social responsibility issues.

Our corporate governance practice includes advising on SEC and stock exchange requirements and helping clients to identify and understand investor perspectives and proxy advisory firm policies; advising on shareholder engagement, shareholder proposals, anti-takeover defenses, proxy access and emerging governance practices; addressing interactions with activist shareholders; and handling matters involving the Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act, FAST Act and relevant state corporate law. 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, controls and procedures, whistleblower policies, succession planning 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
  • Analog Devices, Inc.
  • Analogic Corporation
  • Dean Foods
  • Discovery Communications, Inc.
  • Genpact
  • MKS Instruments
  • PerkinElmer Inc.
  • Red Hat, Inc.
  • Skyworks Solutions, Inc.
  • State Street Corporation
  • Thermo Fisher Scientific Inc.

Publications & News

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May 3, 2018

WilmerHale Lawyers and Practices Recognized in 2018 Edition of Chambers USA

Chambers and Partners announced its rankings for the 2018 edition of Chambers USA: America's Leading Lawyers for Business, with WilmerHale listed among the nation's best in 50 practice area categories. Chambers also ranked 95 WilmerHale lawyers as leaders in their respective fields.

April 27, 2018

SEC Targets Inadequate Cyberbreach Disclosure in Yahoo Settlement

On April 24, 2018, the Securities and Exchange Commission announced a settled enforcement proceeding against Altaba Inc. (formerly known as Yahoo! Inc.) arising out of data breaches suffered by Yahoo in 2014, 2015 and 2016. 

March 26, 2018

Board Oversight of Cybersecurity

Cybersecurity is one of the highest priority issues for public company executives and directors. This note shares our views—developed over our involvement in the aftermath of many cybersecurity events as well as counseling on cyber-preparedness—on how boards can properly oversee cybersecurity risks. This client alert was also published by Law360.

February 23, 2018

SEC Approves Guidance on Public Company Cybersecurity Disclosures

On February 21, 2018, the Securities and Exchange Commission approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. This article was also published by the Harvard Law School Forum on Corporate Governance and Financial Regulation.

January 30, 2018

WilmerHale Represents Ocular Therapeutix™ in Public Offering of Common Stock

Ocular Therapeutix™, Inc. announced the closing of its underwritten public offering of 7,475,000 shares of its common stock at a public offering price of $5.00 per share.

December 29, 2017

WilmerHale Represents Arsanis in Closing of Initial Public Offering

Arsanis, Inc., a clinical-stage biopharmaceutical company focused on applying monoclonal antibody immunotherapies to address serious infectious diseases, announced the closing of its initial public offering of 4,600,000 shares of its common stock at a public offering price of $10 per share, including 600,000 additional shares of common stock issued upon the exercise in full by the underwriters of their over-allotment option.

November 29, 2017

WilmerHale Reps Voyager Therapeutics in Public Offering of Common Stock

Voyager Therapeutics, Inc., a clinical-stage gene therapy company focused on developing life-changing treatments for severe neurological diseases, announced the closing of its underwritten public offering of 5,175,000 shares of its common stock.

September 1, 2017

New Policies on China's Overseas Investments

The Opinions divide China's outbound investments by sector into “encouraged,” “restricted” and “prohibited” categories, providing a clearer and more authoritative regulatory framework for regulation of overseas investments by Chinese companies. This WilmerHale Client Alert was also published in Law360 on September 12, 2017.

August 22, 2017

China's State Council Announces Promotion of Foreign Investment Growth

On August 8, China's State Council published the Notice on Promotion of Foreign Investment Growth (Guo Fa [2017] No. 39).

August 14, 2017

Massachusetts Issues Proposed Regulations Requiring Remote Sellers to Collect Sales Tax

We previously reported to you that the Massachusetts Department of Revenue (DOR) had revoked Directive 17-1 requiring the collection of Massachusetts sales and use taxes by Internet vendors that meet certain sales thresholds in Massachusetts. The DOR has now issued proposed regulations substantially similar to Directive 17-1.

Form 8-K

Public companies are required to make prompt public disclosures on Form 8-K about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public companies to keep the markets informed of material developments on a day-to-day basis.

Public companies need to ensure that they have in place disclosure controls and procedures that will permit them to monitor developments that could trigger a Form 8-K filing requirement. In addition, some of the Form 8-K disclosure requirements are triggered by a decision of the board of directors, so it is important to plan board actions with these requirements in mind.

Keeping Current With Form 8-K: A Practical Guide provides a summary of both the substantive and procedural aspects of Form 8-K. The first section of this guide discusses filing mechanics, including filing deadlines, cover page check boxes, exhibit requirements and certain other technical and related matters. The second section discusses each reportable event and includes practice tips for complying with the Form 8-K requirements and implementing effective controls and procedures. The last two sections of this guide outline the impact of the Form 8-K requirements on controls and procedures and the liabilities and limited relief related to the requirements.

To request a copy of the 2017 guide, contact the WilmerHale Client Development Department or call +1 617 526 5600.