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

Coates, Sam

Samuel S. Coates

Partner

+1 650 858 6000 (t)

samuel.coates@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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July 15, 2015

SEC Proposes Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission voted 3-2 to propose new rules requiring national securities exchanges to establish listing standards requiring listed companies to develop, implement and disclose clawback policies.

May 8, 2015

SEC Proposes Dodd-Frank Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the company’s “financial performance.”

May 6, 2015

Selected 2015 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 27, 2015

2015 Corporate Reports

WilmerHale's annual IPO, Venture Capital and M&A Reports offer insights into market conditions and provide comprehensive statistics and analysis that are hard to find elsewhere.

March 27, 2015

2015 IPO Report

Our 2015 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 rates of adoption of various elements of JOBS Act relief available to emerging growth companies, and helpful tips on how to keep your directed share program company-friendly.

February 27, 2015

SEC Probes Corporate Interactions with Whistleblowers

According to a February 25, 2015 Wall Street Journal report, in recent weeks the SEC has sent requests to a number of companies seeking years of nondisclosure agreements, employment contracts and other documents as part of an agency probe into the potential silencing of corporate whistleblowers.

February 13, 2015

SEC Proposes Hedging Disclosure Rules

On February 9, 2015, the Securities and Exchange Commission proposed rules requiring companies to disclose whether directors, officers and other employees, or any of their designees, are permitted to hedge or otherwise engage in transactions to offset any decrease in the market value of equity securities of the company.

January 27, 2015

Global Anti-Bribery Year-in-Review: 2014 Developments and Predictions for 2015

The year 2014 witnessed several notable developments in the enforcement of the Foreign Corrupt Practices Act. In Global Anti-Bribery Year-in-Review: 2014 Developments and Predictions for 2015, WilmerHale attorneys discuss notable trends and developments in 2014, and look ahead to possible trends in 2015.

January 20, 2015

SEC's Division of Corporation Finance Staff to Express "No View" on Conflicting Shareholder Proposals This Proxy Season

On January 16, the Securities and Exchange Commission issued a statement from Chair Mary Jo White directing the SEC staff to review the application of Exchange Act Rule 14a-8(i)(9).

December 22, 2014

Keeping Current with Form 8-K: A Practical Guide 2014

We have prepared this Guide to assist public companies in understanding and complying with the Form 8-K reporting requirements. This Guide describes Form 8-K primarily from the perspective of a US operating company that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and that is not a shell company, a smaller reporting company, a foreign private issuer, an asset-backed issuer or an investment company.