Corporate GovernanceOur 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 and emerging governance practices; addressing interactions with activist shareholders. 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 regularly advise companies across industries how best to address environmental, social and governance (or ESG) matters such as how to navigate the competing concerns of shareholders and other stakeholders, including employees and customers, proxy advisory firms, non-government organizations and others. We also serve as independent counsel to a number of audit committees.
Disclosure IssuesOur disclosure experience 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 identify and respond to new and emerging disclosure requirements and market expectations, including the use of the proxy statement as an engagement tool; risk management, including cybersecurity and reputational risks; use of social media; and the full range of ESG disclosure areas, including sustainability, environmental risk management, climate matters, diversity and human capital management, human rights, and supply chain practices.
Focus on Audit Committees Accounting and the Law Blog
WilmerHale ESG Webinar Series
Public Company CounselingWe regularly advise public company clients on corporate governance and disclosure matters. These clients include Activision Blizzard; Agios Pharmaceuticals; Akamai Technologies; Analog Devices; Blue Apron; CIRCOR International; Danaher Corporation; Discovery; Editas Medicine; Generation Bio; Genpact; Hilton; Huntington Ingalls Industries; Kala Pharmaceuticals; Karyopharm Therapeutics; MKS Instruments; Northrop Grumman; PepsiCo; PerkinElmer; Progress; PTC Therapeutics; S&P Global; Skyworks Solutions; Solid Biosciences; State Street Corporation; The Walt Disney Company; Thermo Fisher Scientific; and WEX.
Named a Leading Corporate Practice
Ranked Band 1 for Securities Regulation: Nationwide
Ranked Among the Best Law Firms for Corporate Law
U.S. News – Best Lawyers®
- Chambers USA: America’s Leading Lawyers for Business – Named our corporate practice among the best in 2012–2022, with sources saying that WilmerHale provides “excellent service and quality advice and representation.” The 2021 edition of Chambers USA also ranked WilmerHale in Washington DC and Boston for Corporate/M&A.
- Chambers Global – Recognized 31 WilmerHale lawyers and 28 practice areas in its 2021 edition.
- Best Lawyers in America – Recognized 129 WilmerHale lawyers for 2021, naming eight as “Lawyers of the Year.”
- U.S. News - Best Lawyers® – Recognized in the 2010–2021 “Best Law Firms” rankings. In the 2021 rankings, our corporate, mergers and acquisitions, and venture capital law practices were ranked in the first tier nationally and in Boston, and our corporate law practice was also ranked in the first tier in New York and Washington DC and in the second tier in Colorado. Our securities/capital markets law practice was ranked in the first tier nationally and in Washington DC, and second tier in Boston. Our technology law practice was also ranked in the first tier in Boston and in the second tier nationally. Sources commented that our Corporate lawyers “are on top of the issues, [provide] comprehensive yet clear analysis, advice and guidance.”
- The Legal 500 United States – Recognized WilmerHale among top law firms for our work in the area of Corporate Governance in its 2017–2021 editions.
- Law360 – Named WilmerHale a Technology Practice Group for three consecutive years, an award recognizing the firm’s key role in the significant matters that made headlines and changed the legal landscape within the past year.
- Super Lawyers – Our corporate lawyers are consistently recognized as “Super Lawyers” and “Rising Stars” in multiple jurisdictions.