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Practice Area
Our attorneys have extensive experience counseling U.S. and multinational public companies across a range of industries in all aspects of corporate governance, securities, and compliance matters. We advise public companies, boards of directors and their committees, and senior executives on the corporate governance and compliance matters that public companies and their leadership confront—from board structuring and succession planning to shareholder activism and SEC regulation. Drawing on our experience as seasoned counselors, we keep clients abreast of evolving trends and best practices to proactively manage any governance or compliance issues. We have assembled one of the most experienced teams of any law firm in the country that’s counseling public companies.
Practice Area
Employee Benefits & Executive Compensation
With attorneys based in Chicago, New York and Washington, D.C., Winston’s Employee Benefits & Executive Compensation (EBEC) team represents a broad range of plan sponsors and offers clients not just deal support but the full suite of employee benefit services. These include public company reporting and executive compensation, employee benefits in mergers and acquisitions, qualified retirement plans and Title I investment advice, health and welfare benefit plans, employee stock ownership plans (ESOPs), and international human resources matters. And driven by a volatile labor market, we are partnering with clients to innovate plan structure and design, including cutting-edge services such as private exchange medical benefits, employee benefits in captive insurance, and fiduciary governance best practices. With decades of experience, our EBEC team maintains strong brand recognition, with clients describing our attorneys as “superb,” “very client-friendly,” “extremely responsive and able to bring forth the right resources,” and “having an “incredible breadth of knowledge.”
Practice Area
International trade is essential for the growth and development of global economies and businesses. As international trade has expanded and developed, so too have the myriad rules and regulations that govern it. The global compliance environment is becoming more complex by the day and can be difficult to navigate without the assistance of experienced counsel. Failure to comply with international trade rules and regulations—even if done so unwittingly—can lead to civil and criminal penalties, monitorships, consent agreements, debarment, reputational damage, substantial administrative burden, legal expense, and unsatisfied business objectives. Increasingly, there also is exposure for individual officers/directors, which can include monetary penalties and, potentially, jail time.
Experience 9 results
Experience
|November 8, 2024
GSR III Acquisition Corp. Announces the Closing of its $230.0 Million Initial Public Offering
Experience
|March 18, 2024
Drilling Tools International Corp. Closes on Acquisition of Deep Casing Tools
Experience
|January 18, 2022
ProKidney Business Combination with Social Capital Suvretta Holdings Corp. III
Winston & Strawn represented the Placement Agents, including Citigroup Global Markets, Inc.; Morgan Stanley; Evercore; and Jefferies LLC, in connection with the business combination between ProKidney LP, a leading clinical-stage cellular and gene therapeutics company focused on chronic kidney disease (CKD), and Social Capital Suvretta Holdings Corp. III (Nasdaq: DNAC), a special purpose acquisition company (SPAC), which will result in ProKidney becoming a publicly traded company. Upon closing, the transaction will accelerate ProKidney’s mission to change the lives of tens of millions of CKD patients through a first-of-its-kind disease-modifying cellular and gene therapy. The transaction values the combined company at a pro forma enterprise value of US$1.84B and is expected to provide up to US$750M in gross cash proceeds, including a fully committed PIPE of US$500M, and up to US$250M of cash held in the trust account of Social Capital Suvretta Holdings Corp. III. The PIPE is led by US$125M from Social Capital, with US$50M from ProKidney’s existing investors and participation from Investors. ProKidney is developing a technology to treat CKD by using the patient’s own cells to restore kidney function, according to its website. The company was started by a group of investors led by Pablo Legorreta, the founder and CEO of Royalty Pharma Plc. Proceeds from the transaction will fund the phase-three development of the company’s lead product candidate, accelerate manufacturing build-out, and ultimately prepare for a global commercial launch. The partnership between Palihapitiya and Suvretta Capital has so far resulted in four SPACs that have each raised US$250M. The SPACs are each targeting a different subsector within biotechnology: neurology, oncology, organs, and immunology.
Insights & News 1,932 results
In the Media
|December 17, 2024
|1 Min Read
Richard Falek Discusses Merger Enforcement Under Trump’s FTC Pick with The Economist
Winston & Strawn partner Richard Falek discussed what merger enforcement will look like in the new year following incoming President Donald Trump’s pick for Federal Trade Commission (FTC) chair with The Economist. On December 10, Trump announced that Andrew Ferguson, who has been commissioner since April, will be the new chair of the FTC. It was also announced that Gail Slater will lead the antitrust division of the Department of Justice (DOJ).
Competition Corner
|December 17, 2024
|9 Min Read
Trump’s Antitrust Strategy Continues to Take Shape with New FTC Picks
On December 10, President-elect Trump announced that he will elevate current FTC commissioner Andrew Ferguson to be the next Chair of the Federal Trade Commission. In a follow-up post, Trump also announced his selection of antitrust lawyer Mark Meador to serve as a new Republican FTC commissioner.
Article
|Fourth Quarter 2024
|1 Min Read
Window on Washington: Dealing with Dr. OSRA
The COVID-19 pandemic impacted the lives of Americans in so many ways, and brought to national attention the vulnerability of the maritime supply chain. Consumers confined to their homes pivoted from the purchase of services to durable goods and home improvements, straining “just in time” inventories, spiking demand for container and vessel space, and disrupting the normal ebb and flow of shipping containers and chassis.
Other Results 21 results
Law Glossary
What Is the Uyghur Forced Labor Prevention Act (UFLPA)?
According to U.S. Customs and Border Protection, the Uyghur Forced Labor Prevention Act (UFLPA) “establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States”... “The UFLPA also requires the interagency Forced Labor Enforcement Task Force, chaired by the Secretary of Homeland Security, and in consultation with the Secretary of Commerce and Director of National Intelligence, to develop and submit to Congress a strategy for supporting CBP’s enforcement of Section 307 of the Tariff Act of 1930 with respect to goods, wares, articles, and merchandise produced with forced labor in the People’s Republic of China.”
Site Content
What Is the Domestic Industry Requirement?
The domestic industry requirement for Section 337 investigations at the U.S. International Trade Commission (ITC) mandates that a complainant asserting patent infringement at the ITC, or complainant’s licensee, has made in the United States significant investments in plant and equipment, significant investments in labor or capital, or substantial investments in engineering, research and development, or licensing. The investments must further be directed to articles that practice a valid claim of the asserted patent. The investment component of the requirement is referred to as the “economic prong,” while the requirement that the article practices the asserted patent is referred to as the “technical prong.” The domestic industry requirement is codified in 19 U.S.C. § 1337(a)(2)-(3).
Site Content
What Is a Decentralized Autonomous Organization (DAO)?
Decentralized Autonomous Organizations, also known as DAOs, are being used as an alternative way to organize and manage an organization or even a company. In short, the organization is effectively “programmed” into a series of smart contracts that are stored on a blockchain. These smart contracts dictate the basis of the organization’s management and decision-making. Essentially, according to this CNBC article, a DAO is “an Internet community with a shared bank account”—the organization is run by code on the blockchain rather than a hierarchical leadership system. This implies that the organization’s members directly serve as managers and owners without a need for extra bureaucracy.