Corporate Governance and Disclosure
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; and handling matters involving the Sarbanes-Oxley Act and Dodd-Frank 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.
Our 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 address new disclosure requirements, such as conflict minerals reporting and the executive compensation rules mandated by the Dodd-Frank Act, including pay ratio and hedging disclosures, and emerging hot-button disclosure issues, such as use of social media and corporate social responsibility issues.
Focus on Audit Committees Accounting and the Law Blog
Keeping Current With Form 8-K: A Practical GuidePublications
Public Company Counseling
We regularly advise public company clients on corporate governance and disclosure matters. These clients include Akamai Technologies; Analog Devices; Blue Apron; Casa Systems; Discovery; Editas Medicine; Endurance International Group; Genpact; Hilton; Houghton Mifflin Harcourt; Huntington Ingalls Industries; MKS Instruments; PerkinElmer, Inc.; Progress; Skyworks Solutions; State Street Corporation; Thermo Fisher Scientific; and WEX.
Named a Leading Corporate Practice
Ranked Band 1 for Securities Regulation: USA—Nationwide
Recognized as a Top National Corporate Law Firm
Corporate Board Member
2014, 2016, 2018
- Chambers USA: America’s Leading Lawyers for Business – Named our corporate practice among the best in 2012–2020, with sources saying that WilmerHale provides “excellent service and quality advice and representation.” The 2020 edition of Chambers USA also ranked WilmerHale in Washington DC and Boston for Corporate/M&A.
- Chambers Global – Recognized 34 WilmerHale lawyers and 27 practice areas in its 2020 edition.
- Best Lawyers in America – Recognized 124 WilmerHale partners for 2020, naming 11 as “Lawyers of the Year.”
- U.S. News - Best Lawyers® – In the 2010–2020 “Best Law Firms” rankings, our corporate law, mergers and acquisitions and venture capital law practices were ranked in the first tier nationally and in Boston, along with our corporate law practice also being ranked in the first tier in New York and Washington DC. Our technology law practice was also ranked in the first tier in Boston and in the second tier nationally.
- The Legal 500 United States – Recognized in the 2017–2020 editions for M&A/Corporate and Commercial: Corporate Governance.
- Corporate Board Member – In 2014, 2016 and 2018, the most recent edition, WilmerHale was named to Top National Corporate Law Firms list, a comprehensive ranking of the top 25 firms in the nation. Results are based on law firm surveys and feedback from thousands of directors and general counsel.
- Law360 – Named WilmerHale a Technology Practice Group of the Year for 2016–2018, 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.