Keir D. Gumbs is a partner in Washington, DC. He advises public and private companies, non-profit organizations, institutional investors and other clients in corporate, corporate governance, securities regulation, and transactional matters.
Before joining Covington, Mr. Gumbs' spent six years at the SEC, where he last served as counsel to an SEC Commissioner. Prior to that role, Keir served as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance. In the Office of Chief Counsel, Keir worked on the taskforce for shareholder proposals for three years, including two years where he lead or co-lead the taskforce. He also advised companies and investors with respect to a variety of other matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, reporting obligations under the Securities Exchange Act of 1934, the proxy rules, corporate governance developments and SEC enforcement actions.
- Advises Fortune 500 companies with respect to SEC periodic reports; proxy statements; beneficial ownership reports; committee charters; board and committee meeting calendars; codes of ethics; corporate governance guidelines; disclosure controls and procedures; internal control over financial reporting; CEO/CFO certifications under the Sarbanes-Oxley Act and related matters.
- Regularly assists clients with respect to transactional matters, including initial public offerings, spin-offs, tender offers, mergers and acquisitions, share repurchase programs and stock buybacks, debt exchange offers, and similar matters. Recent transactions include representing Salix Pharmaceuticals Ltd. in its $2.6 billion acquisition of Santarus Inc. and Telular Corporation in its $250 million acquisition by Avista Partners.
- Part of a developing crowdfunding and micro-lending practice at Covington. Represents Prosper Marketplace, Inc., named by the Wall Street Journal as one of the top 50 venture-capital-backed companies, in ongoing securities disclosure and reporting matters, including the registration of an ongoing offering of $500 million in “borrower-dependent notes."
- Advises companies and institutional investors on a range of corporate governance matters, with a focus on shareholder proposals and other forms of shareholder activism.
- 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)
Honors and Rankings
- Whos Who Legal, Corporate – M&A and Governance (2015)
- National Law Journal, "D.C. Rising Star" (2014)
- Washington DC Super Lawyers, Securities & Corporate Finance (2014)
- Selected as one of the "Trailblazers Under 40" by the National Bar Association (2014)
- Chambers USA - America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2014)
- Named a “2011 Rising Star of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management
- Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100,” a list of the most influential people in corporate governance and the boardroom.
Memberships and Affiliations
- Board Member, The Society of Corporate Secretaries and Governance Professionals
- National Investor Relations Institute
- Board of Advisers, Institute for Law and Economics at the University of Pennsylvania Law School
Publications and Speeches