Securities, Capital Markets & Corporate Governance

We advise a wide range of public and private companies, from emerging companies to well-established corporations, on securities law compliance and reporting, public and private securities transactions, and all aspects of corporate governance policies and procedures.

We provide practical and business-oriented solutions to the key legal issues and challenges confronting our clients and work to develop long-term relationships in which our lawyers serve as trusted strategic, as well as legal, advisers. Our extensive experience and multidisciplinary approach enable us to effectively navigate the constantly changing landscape of laws and regulations that affect public companies, to identify best practices as they emerge in the marketplace, and to provide responsive, high-quality and cost-effective solutions for our clients.

Securities Law Compliance

We provide comprehensive, real-time legal guidance on the full range of securities law compliance and reporting issues, including:

• SEC and other public disclosures, including disclosure and regulatory issues arising under the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act, Dodd-Frank Act and related SEC rules and regulations
• Exchange Act reporting, including current, quarterly and annual reports filed with the SEC, conflict minerals and Iran-related disclosures, and executive compensation disclosures
• NYSE, Nasdaq and NYSE American listing standards and OTC Markets reporting
• Financial reporting and auditor matters, including internal controls policies and procedures and financial statement materiality and restatement matters
• Shareholder meetings and proxy materials, including for contested solicitations and in connection with significant events such as financings and mergers and acquisitions
• Proxy advisors’ recommendations, soliciting materials and shareholder proposals
• Beneficial ownership and insider trading issues, including Forms 3/4/5 and Schedules 13D/G
• Restricted and control securities transactions, including 10b5-1 trading plans and Rule 144
• SEC, stock exchange, FINRA and other investigations

Capital Markets

We help companies of all sizes finance their growth through the issuance of equity and debt securities. Issuers and investment banks rely on us to guide them through a wide variety of capital-raising transactions across a range of industries. We help clients successfully complete public and private securities transactions, including:

• Initial public offerings (IPOs) and other “going public” transactions, including SPACs, reverse mergers and direct listings
• Stock exchange listings, uplistings and listing transfers
• Follow-on equity offerings, including “at-the-market” (ATM) offerings
• Registered debt offerings and Rule 144A offerings
• Selling shareholders' offerings and resale registrations
• Private placements, including PIPEs and “equity-line” financings
• Debt repurchases, exchange offers and tender offers
• Going dark and going private transactions

Corporate Governance

We help companies – from Fortune 500 corporations to small public companies, controlled companies and newly public companies – develop and implement corporate governance policies and procedures and tailor them to each company’s unique circumstances. We provide comprehensive counsel on:

• Corporate governance policies and procedures, including various board and committee policies, corporate governance guidelines, and Regulation FD, ESG and social media policies
• Board governance matters, including director onboarding, self-assessments and risk oversight
• Environmental, social and governance (ESG) matters
• Director independence, related party matters and conflicts of interest
• Equity and incentive plans, including shareholder approval matters, stock exchange listing requirements, establishment of equity grant policies and ongoing plan administration
• Director and executive compensation, including related proxy statement disclosures, “say-on-pay,” clawbacks and stock retention guidelines