Corporate Governance

• Reviewing and preparing SEC reports and proxy materials
• SOX and Dodd-Frank compliance
• Advising management on practical and effective disclosure controls and procedures
• Designing and implementing SEC compliance policies, including insider trading guidelines and reporting systems
• Reporting of stock transactions by directors, officers, and large shareholders
• Requirements for public companies’ audit and compensation committees
• Advising compensation committees on establishing decision-making criteria and procedures and related proxy CD&A disclosure (working with our Employee Benefits & Executive Compensation team)
• Requirements of securities exchange
• Advising management on dealing with analysts and investors

We are integrated into our public company clients’ corporate governance teams. We assist clients in the following critical areas:

• advising management on practical and effective approaches to other securities compliance issues, disclosure controls and procedures, and reviewing and updating SEC compliance policies, including insider- trading guidelines and reporting systems and participating in disclosure committee meetings;
• making annual recommendations regarding articles of incorporation, bylaws, policies, and board committee charters and advising management and the board on current trends in corporate governance, including the impact of proxy advisory firms;
• assisting with corporate governance and compliance, including reviewing and updating appropriate corporate governance guidelines and procedures and conflicts of interest, whistleblower, and other company-wide policies required under SOX, Dodd-Frank, and the ’34 Act;
• preparing board and committee materials, including presentations to board and committees, resolutions, and annual board and committee calendar, and to the extent that the client requests, participating in board and committee meetings; and
• providing education for management and assisting with fiduciary and Foreign Corrupt Practices Act training.

Our attorneys regularly advise public and private companies as well as private equity sponsors in all phases of complex corporate transactions and regularly provide boards of directors and executives with training in this area. Our peerless experience and national reputation in executive compensation and corporate governance make us excellent candidates for board compensation committees that seek to retain independent legal counsel.

Our EBEC attorneys regularly assist public companies in meeting their periodic reporting obligations, including preparing executive compensation disclosure for proxy statements and complying with Form 8-K and other periodic filings. We also advise clients undertaking initial public offerings in the development of the executive compensation disclosure, including the Compensation Discussion & Analysis (CD&A) and accompanying tabular disclosure. We remain steadfast in keeping current with the development of rules and regulations in this area and the guidance issued by proxy advisory firms such as Institutional Shareholder Services and Glass Lewis. Additionally, we have particular experience representing financial institutions in connection with EBEC matters related to the Dodd-Frank Act and other regulatory restrictions.

We also analyze Section 16 issues and assist with Forms 3 and 4 filings, counsel clients on insider trading and pre-clearance policies, and the establishment of Rule 10b5-l trading plans.

Our deep knowledge of all facets of executive compensation matters enables us to take a holistic approach toward designing executive compensation arrangements with a focus on the related disclosure.