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.