Keir D. Gumbs

Keir Gumbs’ practice includes advising public companies, non profit organizations and other clients in corporate, corporate governance, securities regulation and transactional matters.

Mr. Gumbs' career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling, he served as Counsel to SEC Commissioner Roel C. Campos.  In that position, he advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934 and corporate governance issues, as well as SEC Enforcement matters.  Prior to serving as Counsel to Commissioner Campos, Mr. Gumbs spent five years as a staff attorney and later a Special Counsel in the Division of Corporation Finance.  As a staff attorney he reviewed registration statements, periodic reports, and transactional filings by companies in the Consumer Products, Computers and Online Services, Utilities and Chemicals industries.  As a Special Counsel in the Office of Chief Counsel, Mr. Gumbs provided interpretive advice and guidance regarding federal securities laws to outside counsel and to staff attorneys in the Division of Corporation Finance.

Representative Matters

Representative Corporate Governance Matters

• Develop and review charters for audit, compensation and nominating committees for public companies in a variety of industries, including Fortune 500 companies.
• Develop board and committee meeting calendars for public company clients.
• Draft governance documents required for compliance with New York Stock Exchange and NASDAQ listing standards, including code of ethics and corporate governance policies and procedures.
• Assist board and committee chairpersons by designing meeting agendas to ensure that all required responsibilities are identified, completed and documented.  Prepare meeting materials for directors; take minutes for board meetings and the meetings of key committees of the board of directors.
• Assist companies in preparing for annual shareholder meetings, including the preparation of the proxy materials, ballots, meeting guidelines, meeting procedures and meeting script. Assisted companies in interacting with proxy soliciting firms and other proxy-related service providers.
• Advise clients on a variety of topics related to corporate governance, including shareholder proposals, majority voting, shareholder access, voting policies of proxy advisory firms, board independence and developments under state corporate law.

• Assist clients in the development and evaluation of policies for disclosure controls and procedures.  Provide advice regarding internal control over financial reporting.  Assist clients in the preparation of CEO/CFO certifications under the Sarbanes-Oxley Act.
• Assist clients in the drafting and review of annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K under the Exchange Act, as well as proxy statements on Schedule 14A, Section 16 reports on Forms 3, 4 and 5, and beneficial ownership reports on Schedules 13D and 13G.
• Assist clients in the development and interpretation of insider trading policies.  Advise clients with respect to the drafting and maintenance of Rule 10b5-1 trading plans.
• Provide securities-related advice with respect to employee benefit plans and executive compensation matters, including the drafting of registration statements on Form S-8.
• Draft registration statements for securities offerings and ancillary documents such as underwriting agreement, purchase agreement and documents required by trustees, transfer agents and escrow agents.
• Draft private placement memoranda, operating agreements, subscription agreements and reports on Form D for securities offerings.

• Assisted Energy Conversion Devices, Inc. in the negotiation and execution of an offering of $420 million of convertible notes and common stock.
• Provided securities and transactional advice in the $2.4 billion spin-off of Hanesbrands Inc. from Sara Lee Corporation and contemporaneous listing of Hanesbrands Inc. on the New York Stock Exchange.
• Provided securities advice in the $1.2 billion spin-off of Tronox, Inc. from Kerr-McGee Corp. and contemporaneous listing of Tronox, Inc. on the New York Stock Exchange.
• Provided securities and transactional advice for JLG Industries Inc. in connection with its $3.2 billion merger with Oshkosh Truck Corporation.
• Provided securities advice to Abbott Laboratories in connection with its $3.7 billion acquisition of Kos Pharmaceuticals Inc.

Previous Experience

• U.S. Securities and Exchange Commission, Counsel to Commissioner Roel C. Campos (2004-2005)
• U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Chief Counsel, Special Counsel (2001-2004)
• U.S. Securities and Exchange Commission, Division of Corporation Finance, Attorney-Adviser (1999-2001)
  

Memberships and Affiliations

• DC Bar Association, Corporate Finance Committee of the Corporation, Finance, and Securities Law Section, Co-Chair

Publications and Speeches

• "The 2008 Shareholder Proxy Season In Review," The Review of Securities & Commodities Regulations (10/1/2008), Co-Author
• "E-Proxy's First Season: Lessons Learned," (6/19/2008)
• "U.S. Prospectus Requirements," International Law Institute (10/25/2007)