We regularly advise public and private companies in connection with a wide range of securities law compliance, corporate governance and securities transactional matters. In addition, we represent underwriters in capital raising transactions. Many of our members have gained substantial experience as former attorneys with the Securities and Exchange Commission and are frequent speakers and writers on important securities law issues.
Public Companies
Our securities representation of issuers has included working as general and special counsel for a large and diverse group of public companies with securities listed on the New York Stock Exchange, the American Stock Exchange and the Nasdaq Global Market. Our clients range from Fortune 500 companies to small and mid-sized issuers. Our lawyers have advised public companies in connection with SEC reporting requirements, proxy solicitations, corporate governance matters, Sarbanes-Oxley Act compliance, initial public offerings, follow-on debt and equity offerings, acquisition programs, universal shelf offerings and rights offerings.
Business Development Companies
We are widely recognized for our preeminence in the representation of business development companies. These are publicly traded funds that make investments in private or thinly traded public companies in the form of long-term debt or equity capital, with the goal of generating capital appreciation and/or current income. We currently represent a significant portion of the business development company industry and have have advised business development companies throughout the formation and initial public offering process, as well as in connection with continuing securities and regulatory compliance matters. We also routinely advise business development companies in connection with follow-on debt and equity offerings, as well as portfolio acquisition transactions.
Public Private Equity Vehicles
In addition to our significant experience representing business development companies, we also routinely represent private equity managers seeking alternative structures to access public markets. During the past two years we have served as issuer's counsel for three initial public offerings involving special purpose acquisition companies, which seek to raise public capital to acquire one or more operating businesses, generally in a targeted industry sector. We have also been involved with the development of structure trust acquisition companies, which serve as a vehicle to permit a private equity portfolio to go public using a holding company structure.
Private Companies
We have represented private companies at every stage of development. We have assisted our private company clients in developing structures and creative financing solutions. We have represented private companies in the full range of private offerings, from initial financing rounds to nationally syndicated offerings.
Underwriters
Our lawyers act as counsel to underwriters in public offerings of debt and equity securities as well as placement agents in private offerings. We have acted as underwriter's counsel for many major national and regional investment banking firms.
Corporate Governance
We advise public and private companies, and their directors and officers, on a variety of corporate governance issues, including best practices. Our experience includes:
- Developing corporate governance policies, board committee charters, codes of conduct, and other corporate programs and policies;
- Revising audit committee charters in response to the Sarbanes-Oxley Act of 2002 and the SEC's rules promulgated thereunder;
- Developing disclosure controls and procedures to ensure compliance with the CEO and CFO certification requirements under Section 302 of the Sarbanes-Oxley Act and the SEC's rules promulgated thereunder;
- Advising audit committees in connection with their heightened responsibilities under the Sarbanes-Oxley Act;
- Advising public companies regarding the corporate governance regulatory requirements of the New York Stock Exchange, the Nasdaq Global Market and the American Stock Exchange; and
- Advising companies regarding director orientation and continuing education programs.
Our members include an adjunct professor of corporate governance at Georgetown University Law Center and the author of the Corporate Secretary's Answer Book, an essential guide for corporate officers responsible for corporate governance and shareholder relations matters.
To request a copy of the Corporate Secretary's Answer Book, e-mail . Legal alerts and articles related to corporate governance and the Sarbanes-Oxley Act of 2002 are listed below:
Congress Passes The "Sarbanes-Oxley Act of 2002"
Retirement and Executive Compensation Provisions in Accounting Reform Legislation
Accelerated Filing Deadlines For Form 4 Reports Under Section 16
Sarbanes-Oxley Act Certification Requirements and Best Practices
Prohibition on Personal Loans to Directors and Executive Officers of Public Companies
DOL Publishes Regulations on Advance Notice of Plan Blackout Periods
SEC Adopts Rules to Accelerate Reporting Requirements for Forms 10-K and 10-Q
The SEC Proposes New Form 8-K Disclosure Events and Filing Deadlines
SEC Adopts Rules On Standards Of Professional Conduct For Attorneys
The SEC Proposes Rules Governing the Use of Non-GAAP Financial Measures
SEC Proposes Disclosure Rules on Internal Controls, Codes of Ethics and Audit Committee Financial Experts
SEC Proposes Rules Requiring Additional MD&A Disclosure
The SEC Proposes Auditor Independence and Related-Disclosure Rules
The SEC Adopts Final Rules Under The Sarbanes-Oxley Act of 2002
Sarbanes-Oxley Act of 2002 Compliance Update
Roadmap to the SEC's New Rules Regarding Earnings Release
Step-by-Step Guide to Complying with the SEC's New Rules Mandating Electronic Filing of Forms 3, 4 and 5
Overview of NYSE and Nasdaq Corporate Governance Listing Rules
SEC Approves Significant New Form 8-K Disclosure Events and Filing Deadlines
© 2008 Sutherland