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, 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.

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; address interactions with activist shareholders; and handle matters involving the Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act and FAST 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 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 the most recent 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 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 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, and emerging hot-button disclosure issues, such as use of social media and a variety of 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 best practices; addressing interactions with activist shareholders; and handling matters involving the Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act and FAST 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, controls and procedures, whistleblower policies, management transition 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
  • 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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May 27, 2016

WilmerHale Lawyers and Practices Recognized in 2016 Edition of Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2016 edition, with WilmerHale ranking among the nation's best in 47 practice area categories. Chambers also ranked 82 WilmerHale lawyers as leaders in their respective fields.

May 25, 2016

Applying the New SEC Staff Guidance on Non-GAAP Measures to Your Next Earnings Announcement

All public companies should consider and address the SEC staff's new guidance, as well as other recent developments regarding the use of non-GAAP measures, as they prepare for their next earnings announcement. To help you work through the implications of the new guidance, we discuss the new and revised CDIs, and offer our analysis of key takeaways and action items.

May 3, 2016

Selected 2016 Life Sciences Transactions

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

May 2, 2016

WilmerHale Expands West Coast Corporate Practice With Two Partner Hires

WilmerHale is pleased to welcome Partners Christopher Rose and Eric Hwang to the firm's Los Angeles and Palo Alto offices, respectively.

March 24, 2016

2016 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 24, 2016

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, recent FAST Act amendments that further streamline the IPO process and much more.

February 2, 2016

Global Anti-Bribery Year-in-Review: 2015 Developments and Predictions for 2016

Among other significant developments, 2015 saw the U.S. Department of Justice (the “DOJ” or the “Department”) document a policy priority of holding individuals accountable for corporate wrongdoing. This policy was laid out in the “Yates Memorandum”—announced by Deputy Assistant Attorney General Sally Quillian Yates—and related changes the DOJ made to the U.S. Attorney’s Manual.

December 10, 2015

Overview of Securities Law Provisions of the FAST Act

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act. The FAST Act, which is aimed principally at authorizing spending on highway and transit projects, includes several amendments to the Jumpstart Our Business Startups Act (JOBS Act) and other securities law provisions, some of which are effective immediately.

November 20, 2015

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and applied the limitation to CFOs of certain smaller public companies. Since the release of IRS Notice 2007-49, practitioners have understood that the deduction limitation applies only to compensation paid to a public company’s CEO and its three most highly compensated individuals (other than the CEO or CFO) and that, by a quirk of cross-referencing between the Code and the Securities and Exchange Commission’s (SEC) compensation disclosure rules, Section 162(m) does not apply to compensation paid to the company’s CFO, irrespective of the SEC reporting regime applicable to the public company. However, in a Chief Counsel Advice (CCA) legal memorandum issued on August 24, 2015 (and made publicly available in late October), the IRS concluded that the compensation paid to the principal financial officer of a “smaller reporting company” can, in certain circumstances, be subject to the deduction limitation of Section 162(m).

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.”