Securities Compliance

We provide our clients with guidance on a wide range of securities law compliance matters. We work closely with our domestic and foreign corporate clients to interpret, implement and assure compliance with the sweeping corporate governance and securities law reforms introduced by the Sarbanes-Oxley Act of 2002 and the extensive SEC regulations and related stock exchange initiatives that followed.

Securities law compliance matters on which we regularly advise clients include:

• Preparation and review of Securities Exchange Act reports, with attention to industry-specific and overall public company "best practices"
• Disclosure matters, including compliance with Regulation FD and Regulation G
• Compliance with NYSE, Nasdaq and Amex listed company rules, including issues regarding director independence
• Compliance with applicable provisions of 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
• Compliance audits with respect to Sarbanes-Oxley Act disclosure controls and certification procedures and government voluntary disclosure and amnesty programs

We are also ready when any of these matters involves the potential or reality of litigation. Our approach to client service includes advice and counsel provided before litigation arises. This guidance often reduces the risk of litigation. Chadbourne litigators have extensive experience defending clients in such matters as shareholder derivative lawsuits and class actions, and are skilled at coordinating and simplifying the multi-jurisdictional complications of such cases. We also defend officers and directors and, critically, advise and litigate when necessary on D&O and other insurance issues.

Securities Compliance Team

Our securities compliance team consists of more than 70 attorneys, many of whom are also active in our capital markets and corporate governance practices, with extensive experience in counseling large multinational clients on securities law, disclosure and related matters. We work to establish close relationships with inside counsel and non-legal personnel within our client’s organization, emphasizing effective communication, teamwork and accessibility, among other factors. We keep clients abreast of the latest legal and business developments that affect them and their industries through client alerts and newsletters.

Representative Experience