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, proxy access and emerging governance practices; addressing interactions with activist shareholders; and handling matters involving the Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act, FAST 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 disclosure, 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, Inc.; Analogic Corporation; Dean Foods; Discovery Communications, Inc.; Genpact; MKS Instruments; PerkinElmer, Inc.; Red Hat, Inc.; Skyworks Solutions, Inc.; State Street Corporation; and ThermoFisher Scientific, Inc.
Named a Leading Corporate Practice
Recognized as a Top National Corporate Law Firm
Corporate Board Member
2014, 2016, 2018
- Best Lawyers in America – Recognized 114 WilmerHale partners for 2019, naming nine as “Lawyers of the Year,” including Jay Bothwick as Boston Mergers and Acquisitions Law Lawyer of the Year and David Westenberg as Boston Information Technology Law Lawyer of the Year.
- Chambers Global – Recognized many of our lawyers and practices in their 2019 edition. Among those named “The World’s Leading Lawyers for Business” were Mark Borden and Jay Bothwick for corporate/M&A and Robert Finkel for outsourcing.
- Chambers USA: America’s Leading Lawyers for Business – Named our corporate practice among the best in 2012–2019, with sources saying that WilmerHale provides “excellent service and quality advice and representation.” The 2019 edition of Chambers USA also ranked WilmerHale in California for Venture Capital, Massachusetts and Washington DC for Corporate/M&A, nationwide for Startups & Emerging Companies, and Massachusetts for Private Equity: Venture Capital Investment and Technology.
- Corporate Board Member – In 2014, 2016 and 2018, 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 2016–2019, 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.
- U.S. News - Best Lawyers® – In the 2010–2019 “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.