Corporate Governance, SEC Reporting and Compliance

We have extensive, practical experience in advising public companies in securities law compliance, stock exchange rule compliance, disclosure responsibilities and SEC reporting obligations, and corporate governance matters. Our clients include large-cap, mid-cap, and small-cap public companies in a variety of industries, including technology, life sciences, health care, transportation, consumer goods, financial services, and real estate. Our exposure to a diverse group of companies and industries allows us to share emerging market practices and areas of heightened regulatory scrutiny. We counsel clients on a wide variety of securities and corporate governance matters including:

• Board fiduciary duties
• Board and committee composition, structure, and process
• Sarbanes-Oxley and Dodd-Frank Acts compliance
• SEC reporting requirements
• Executive compensation disclosures
• Strategy, stockholder communications, risk management, business ethics, and corporate social responsibility issues

We have extensive experience in a wide variety of other corporate governance matters, frequently serving as counsel to boards of directors, independent directors, and special committees in connection with matters such as financial reporting issues, internal corporate investigations, change of control issues, shareholder activism, and similar matters. We advise public company and audit firm clients on SEC and PCAOB accounting and auditing matters, including financial statement materiality and restatement issues, internal control issues, auditor independence, and other accounting-related disclosure issues. We also help our clients in developing, implementing, and enhancing corporate compliance programs based on the standards established in the U.S. Federal Sentencing Guidelines and offer practice guides and a wide range of training programs. When required, we represent clients in investigations by the SEC, FINRA, and DOJ and counsel clients regarding civil and criminal enforcement issues and best practices.