We work closely with our domestic and non-US corporate clients to interpret, implement and assure compliance with a range of securities law compliance matters, including:
- Preparation and review of Securities Exchange Act reports
- Disclosure matters, including compliance with Regulation FD and Regulation G
- Compliance with NYSE and Nasdaq listed company rules
- Compliance with the Foreign Corrupt Practices Act
- Preparation and review of proxy statements, advice on shareholder proposals and assistance with conduct of shareholder meetings
- Compliance with insider trading rules, Section 16 reporting and liability matters and implementation of issuer repurchase and Rule 10b5-1 issuer and individual trading programs
- Corporate governance, including board independence and committee matters, fiduciary duties, takeover defenses, dealing with activist shareholders, proxy access and director and officer liability issues
- Executive compensation, including advice with respect to equity-based compensation plans and executive employment and severance agreements.
Our approach to compliance includes advice and counsel provided before litigation arises to reduce the risk of litigation. We draw on the experience of our securities litigation and regulatory enforcement attorneys to counsel clients on structuring and conducting internal corporate investigations, crisis management, responding to SEC inquiries and investigations, compliance audits with respect to disclosure controls and certification procedures and government voluntary disclosure and amnesty programs. We defend officers and directors and advise and litigate when necessary on D&O and other insurance issues.