Securities and Corporate Governance -

Securities and Corporate Governance

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 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 .

Dodd Frank Act:

As indicated in the chart below, while a few provisions of the Act are effective immediately, public companies will need to begin responding as soon as practicable in order to be prepared for the implementation of the requirements contemplated by the Dodd Frank Act.

Bill Provision	Senate Bill	House bill	Dodd Frank Bill	Implementation Timeline
Say on Pay	X	X	X	Both Say on Pay vote and vote on frequency of Say on Pay vote to occur at first applicable shareholder meeting occurring within 6 months of enactment
Non-Binding Vote on “Golden Parachutes”	-	X	X	First applicable shareholder meeting occurring within 6 months of enactment
Proxy Access	X	X	X	SEC may establish rules – no deadline specified
Compensation Committee Independence	X	X	X	SEC to direct stock exchanges to develop listing standards within 360 days of enactment Compensation consultant disclosure must be in proxy materials for annual meeting occurring on or after one year of date of enactment
Mandatory “Clawbacks”	X	-	X	SEC must establish rules – no deadline specified
Hedging Disclosure	X	-	X	SEC must establish rules – no deadline specified
Broker Non-Voting	X	-	X	Effective immediately
Chairman/CEO disclosures	X	-	X	SEC must establish rules within 180 days of enactment
Majority Vote in Uncontested Elections	X	-	-	-