We understand that as a public company, issues can confront you from all sides — not just from government regulators. Members of our Public Company Advisors Team have significant experience in this area and can bring a strategic perspective to how you navigate the legal landscape in a way that supports your business goals.
Our lawyers work together on multi-disciplinary legal teams that draw on our strengths in corporate and securities, executive compensation, capital markets, business litigation, tax, and other areas.
We regularly advise and assist public companies on:
- Market communication and reporting, regulatory compliance of periodic filings, communicating business strategies to shareholders, and anticipating the impact of upcoming regulatory changes. We regularly advise clients on SEC reporting, including 1934 Act periodic reports, Section 13(d) and Section 16 reporting, as well as NYSE and Nasdaq disclosure rules.
- Corporate governance, including best-practice governance standards, proxy solicitations, fiduciary-duty concerns, director and officer liability, shareholder rights plans (poison pills), Sarbanes-Oxley and Dodd-Frank compliance, and other issues that public companies face. We also advise companies facing activist shareholders and takeover threats and on ISS and other shareholder-advisory-services positions.
- Corporate finance, such as public offerings and private placements of equity and debt, including Reg D and Rule 144A offerings, initial public offerings, follow-on offerings, shelf-registration statements, secondary offerings, PIPEs, and take-downs.
- Executive compensation issues, such as designing and administering equity-based compensation plans, director compensation plans, nonqualified deferred compensation plans, employment agreements, change-in-control arrangements, cash-incentive plans, severance agreements, and other compensation arrangements.
- Strategic transactions, including mergers and acquisitions, tender offers, technology transfers, spin offs, divestitures, strategic partnerships, going private, and other business combinations or dispositions.
- Tax strategies, including domestic and international strategies for securities offerings and strategic transactions.
- Securities and other business litigation, including defending companies and their directors and officers in securities class actions, individual shareholder claims, derivative demands, and merger-objection litigation.
- Government Investigations, including investigations and actions by the Securities and Exchange Commission, the Department of Justice, the Financial Industry Regulatory Authority, and other government agencies. We also represent companies regarding internal investigations, whistle-blower allegations, and criminal investigations.