Practices/Industries

Securities & Corporate Governance

Sutherland's securities and corporate governance attorneys publish on securities and governance, including the Corporate Secretary's Answer Book.

Sutherland designs corporate governance structures and helps raise capital in ways specifically suited to clients' regulatory construct.

Corporate governance is of particular importance in today’s regulatory and financial environment. Public and private companies must navigate a much more complex market with a heightened level of scrutiny. It’s more important than ever to have counsel who have been active participants in today’s market, and have successfully dealt with the market demands, regulations and stakeholders in governing public and private companies. Sutherland's highly skilled lawyers provide first-class guidance in meeting the challenges and opportunities these areas present.

Our clients range from public and private corporations to specialty investment companies and sponsors of private investment funds. We work with underwriters, boards of directors and officers of small, medium and Fortune 500 companies to finance transactions that fund corporate growth, and develop best practices for running a business in an ever-evolving corporate environment. We prepare quarterly disclosure filings and proxies, develop policies and procedures to comply with the Dodd-Frank Act, Sarbanes-Oxley Act, anti-money laundering obligations, Foreign Corrupt Practices Act (FCPA) requirements, consumer protection rules in financial transactions and privacy and data breach reporting obligations. We advise boards of directors in corporate crises as well as audit and compensation committees on their obligations.

Sutherland's lawyers acquired their wide-ranging knowledge of these practice areas over many years, and in some cases as attorneys at the SEC and other regulatory agencies. In securities and corporate governance, one size does not fit all. This understanding has produced a team capable of tailoring legal solutions to fit the needs of our clients—whether they are boards, management teams, or stakeholders—in matters from financial reporting controls and crisis management advice to day to day corporate governance consulting.

Why Sutherland

Public company experience. Sutherland's attorneys have worked as general and special counsel for every kind of public company facing every kind of business challenge. From micro-cap firms going public to Fortune 500 members, we helped our clients deal with SEC matters, mergers, acquisitions, exchange rules, equity and debt offerings, compliance and reporting issues and proxy fights.

Knowledge of governance requirements. We understand today’s evolving governance obligations and industry best practices. Private companies are increasingly required to meet the same rigorous corporate governance standards as those required of publicly traded corporations. We have the experience to develop effective corporate governance programs for both public and private companies.

Capital formation experience. We advise management teams and boards of directors on the formation, capitalization and ongoing operations for public companies, private funds, business development companies (BDCs) and small business investment companies (SBICs). Our guidance extends to regulatory compliance, the issuance of securities in financing transactions and portfolio transactions.

Underwriting knowledge. The role of the underwriter is key to any public financing arrangement, and Sutherland has acted as underwriters' counsel for numerous bulge bracket and regional investment banks. Here, our team can rely on support from our broader practice, providing underwriters with regulatory, tax and litigation services when needed. Understanding how underwriters work and think also helps us navigate securities offerings efficiently for our corporate clients.

Industry-specific experience. Regulations vary from industry to industry, and Sutherland's broad practice means we can serve companies in finance, real estate, retail, energy, aviation, shipping, construction and consumer goods. We tailor corporate governance programs to suit the special requirements imposed on our clients by their industry regulators. This goes far beyond the usual corporate secretary functions to address the intricacies unique to each business.

Nuts and Bolts

Our securities team is highly experienced in successfully completing offerings of all types including:

  • Private placements of debt and equity
  • IPOs, follow-on equity offerings and transferable and non-transferable rights offerings
  • Secured and unsecured public debt
  • Convertible debt
  • Stock exchanges, tender offers and stock repurchase programs
  • Sales of stock by insiders and other selling stockholders

Our corporate governance team is engaged in:

  • Developing corporate governance policies, board committee charters, codes of conduct and other corporate programs and policies
  • Advising audit committees on their heightened responsibilities under the Sarbanes-Oxley Act and the Dodd-Frank Act
  • Advising special committees of the board
  • Developing disclosure controls and procedures to ensure compliance with the CEO and CFO certification requirements under Sarbanes-Oxley and Dodd-Frank, respectively
  • Advising public companies regarding the corporate governance regulatory requirements of the national stock exchanges
  • Crisis management counseling for boards and management teams
  • Representing clients in connection with mergers, acquisitions, divestitures, joint ventures and strategic alliances
  • Advising companies regarding director orientation and continuing education programs
  • Reviewing, structuring and documenting transactions with insiders
  • Planning and conducting annual and special shareholders’ meetings, and advising in connection with proxy contests, hostile bids and activist shareholders
  • Advising institutional investors in connection with the submission of shareholder proposals to corporate proxies
  • Acting as underwriters’ counsel

Take Action

Clients of all sizes operating under various regulatory regimes and business requirements can rely on Sutherland's decades of experience in securities and corporate governance to navigate this dynamic area of corporate law.

Our Story

Sutherland Asbill & Brennan LLP is an international law firm helping the Fortune 100, industry leaders, sector innovators and business entrepreneurs solve their biggest challenges and reach their business goals. Dedicated to unfaltering excellence in client service, we are known for our business savvy and industry intelligence, providing creative and custom solutions for each of our clients. Industry and business experience makes the difference for our clients.

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Videocast: Sutherland SALT Scoreboard – 2nd Quarter Highlights
Washington, DC
Elizabeth S. Cha, Associate
Washington, DC
© 2016 Sutherland Asbill & Brennan LLP / Sutherland (Europe) LLP
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