Overview
Our transactional lawyers and litigators bring deep knowledge and decades of experience to negotiations and courtrooms alike and offer practical advice across a wide range of industries, helping senior executives, boards of directors and board committees navigate these often-sensitive matters. Our extensive experience with corporate governance enables us to provide tailored, client-specific advice that aligns with individual circumstances and business needs. We routinely counsel clients on key governance issues, including:
- Advising boards of directors and senior management on governance structures, oversight functions, financial reporting irregularities, risk management, anti-takeover defenses, and D&O indemnification and insurance matters.
- Counseling on shareholder demands, including activist investors, and proxy proposals related to governance practices, such as proxy access, responding to shareholder derivative lawsuits and demands and counseling special board committees on internal investigations.
- Drafting and reviewing governance documents, including advance notice bylaws, board committee charters, corporate governance guidelines, related-party transaction policies, codes of conduct and ethics, insider trading policies and programs, disclosure controls and procedures, and proxy statement disclosures.
- Advising on controlling shareholder and controlled entity duties, fiduciary duties, conflicts of interest and independence.
- Counseling on listing standards of the New York Stock Exchange (NYSE) and Nasdaq Stock Market.
- Advising independent director committees on going-private transactions, spin-offs, and other related-party deals.
- Registered equity and debt offerings.
- Institutional private placements under Rule 144A.
- Shelf registrations (allocated and unallocated).
- Business combination transactions.
- Employee benefit plans.
- Dividend reinvestment and stock purchase plans.
- Tender and exchange offers.
We regularly provide comprehensive advice on compliance and disclosure obligations under federal securities laws, representing public companies, their directors, officers, and principal shareholders. Our work includes reviewing periodic reports on Forms 10-K, 10-Q, and 8-K, advising on insider trading policies and 10b5-1 plans, Williams Act compliance, beneficial ownership reporting, Regulation FD, and addressing SEC comment letters.
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Co-head of Litigation and White Collar, Regulatory Defense & Investigations
Head of Employee Benefits, and Co-head of ESOP Transactions
