Public Company Advisory and Corporate Governance

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We provide comprehensive advice to public and private companies, boards of directors, committees and shareholders, providing guidance on the complexities of regulatory compliance, corporate governance and securities laws. Our interdisciplinary team collaborates across practices to deliver seamless advice in the United States (U.S.) and in all major financial centers.

Our team currently serves as regular outside securities and corporate governance counsel to over 150 public companies and their boards – from newly public companies to S&P 100, FTSE 100, and other large-listed issuers around the world, across a broad range of sectors.

We advise public companies and their boards on all aspects of compliance with applicable securities laws, stock exchange listing standards, corporate law, as well as crisis situations and strategic matters. Our familiarity with the U.S. Securities and Exchange Commission (SEC) and other regulators and stock exchanges around the world, enables us to anticipate their requirements, helping clients navigate review processes and day-to-day compliance. In the U.S., several members from our team previously held high-level positions within the SEC.

We have extensive experience advising on all types of corporate governance matters, including board and committee structures, board and executive compensation, investor relations, shareholder engagement initiatives, shareholder activism, shareholder proposals, annual meetings, board self-assessments, and compliance with stock exchange listing standards, including director independence and shareholder approval requirements. We also have deep knowledge of environmental, social and governance (ESG) obligations and priorities.

We can help you with day-to-day matters as well as strategic and special situations. Our team can assist you with keeping management and boards informed and prepared, making sure that risk is effectively assessed and managed. We will consistently provide workable solutions to complex business issues.

Our focus on public company clients makes us well-versed on the issues that matter. Our exceptional blend of deep legal understanding, practical judgment, and industry experience, empowers clients to confidently meet their reporting, compliance and governance objectives. Our work will ensure that you remain agile and prepared for rapidly evolving legal and business environments.

Disclosure, Reporting and Compliance

Financial Reporting

Beneficial Ownership Reporting

Proxy Solicitations, Shareholder Meetings and Shareholder Proposals

Executive Compensation Governance and Reporting

Shareholder Activism and Engagement

We have exceptional experience of advising publicly traded companies on their disclosure, reporting and compliance obligations. We represent public companies and their boards of directors on complying with federal securities laws, including SEC reporting requirements, annual meetings, and proxy-related matters, as well as insider trading and compensation disclosures. Present in all major financial centers, we advise foreign private issuers on compliance with U.S. reporting requirements and advise on disclosure, reporting and compliance requirements arising from listings around the world.

We provide pragmatic, commercially-oriented advice on changing rules and regulations, enabling clients to stay ahead of emerging disclosure trends and manage risk. Some of the most recognizable companies globally trust us with their annual, quarterly and periodic reporting. We provide valuable assistance in ensuring compliance with complex listing requirements when executing transactions and implementing corporate strategies.

Disclosure and Reporting Obligations

We advise publicly traded companies on compliance with financial reporting obligations, whether arising from U.S. securities laws or otherwise. Accounting and auditing standards are complex and continually evolving, and our securities lawyers are experienced in guiding companies through complex financial reporting questions, both at the initial public offering (IPO) stage and when preparing or addressing comments on periodic financial reports.

Our multidisciplinary team of lawyers brings knowledge and confidence to clients navigating financial reporting investigations by the U.S. Department of Justice, SEC, state regulators, and the Financial Industry Regulatory Authority. We have defended both companies and accounting firms in litigation and investigations. We understand the dynamics between accounting firms and regulators, including the Public Company Accounting Oversight Board.

Accounting and Auditing

Our world-class U.S. securities lawyers advise companies, directors, officers, insiders and significant shareholders on compliance with beneficial ownership reporting and compliance obligations, including under Section 16 of the U.S. Securities Exchange Act of 1934. We guide clients through complex and nuanced reporting requirements, as well as compliance with short-swing profit rules imposed on insider purchase and sale transactions. Our dedicated team frequently interacts with the SEC and has exceptional knowledge of evolving requirements and market practices, providing clients with clear and precise advice.

Section 16 Advice

Our multidisciplinary team of public company lawyers handles all aspects of proxy solicitations, shareholder meetings, and shareholder proposals. We advise on how to communicate, respond and handle the issues that arise ― on everything from shareholder proposals to contested elections. Our exceptional team includes former high-level SEC officials, including a former head of the Office of Mergers and Acquisitions. We guide publicly traded companies through the myriad of SEC rules and regulations, proxy advisory firm guidance, board fiduciary obligations, as well as the corporate law aspects of shareholder meetings. The breadth and depth of our client base ensures that we provide companies with insights into emerging trends and approaches of the SEC and other securities regulators.

Proxy Solicitations Shareholder Meetings and Shareholder Proposals

Our multidisciplinary teams advise companies, boards and compensation committees on all aspects of executive compensation regulation, disclosure and governance. In an ever-changing landscape of regulatory reforms, changing disclosure practices and increased shareholder activism, clients rely on our team to enable them to quickly react and adapt. By balancing the complexities of market trends and governance standards, we deliver innovative solutions that achieve client goals. With a seamless approach across our practice areas, we help clients through their most sensitive and high-stakes moments, ensuring their compensation strategies drive organizational success. By balancing the complexities of market trends and governance standards, we deliver innovative solutions that achieve the desired results.

Compensation Committee

We provide strategic, considered and innovative advice to companies and boards in relation to shareholder activism and engagement with shareholders. Leveraging our multidisciplinary approach that combines expertise in M&A, capital markets, corporate governance, litigation, SEC compliance and crisis management, we deliver bespoke solutions tailored to each client’s needs. Our experienced team is familiar with activist investor strategies and has extensive experience navigating proxy contests, regulatory challenges and settlement negotiations. We proactively collaborate with financial advisors, proxy solicitors, and public relations firms to protect our clients’ corporate strategies and long-term shareholder value. Whether through careful advance planning or decisive responses to an activist situation, our globally integrated team works to ensure successful outcomes, enabling management teams and boards to remain focused on achieving business goals.

Activist Investors