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Keir D. Gumbs is a partner with Covington & Burling LLP 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. Mr. Gumbs’ clients include small, medium and large cap companies, non-profit organizations, public pension funds, and other institutional investors. He is widely recognized as a “go-to” expert for a variety of securities law matters, including with respect to the Dodd-Frank Act and related rulemakings.
Mr. Gumbs' career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, 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, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Mr. Gumbs spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance.
Representative Matters
- Advises clients 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.
- Serves as outside counsel to a leading peer-to-peer lending company with respect to a variety of innovative issues raised by the application of federal securities law to peer-to-peer lending.
- Advises a Fortune 500 Houston-based energy company with respect to a variety of developing securities and corporate governance issues, including historic litigation regarding the inclusion of shareholder proposals in the company’s proxy materials.
- Assists clients in a variety of transactions, including the negotiation and execution of an offering of $420 million of convertible notes and common stock, a $2.4 billion spin-off and a $3.7 billion acquisition.
Mr. Gumbs is a frequent author and speaker on matters affecting public companies and investors. He has authored or co-authored several leading publications about securities law topics, including BNA’s Corporate Practice Series Portfolio entitled “Shareholder Proposals,” and two chapters, entitled “E-Proxy, Electronic Communications and Voting” and “The Shareholder Proposal Process,” respectively, in the treatise entitled “A Practical Guide to SEC Proxy and Compensation Rules.” Mr. Gumbs has published articles in a number of leading securities and governance publications, such as Insights, Corporate Governance Advisor, Westlaw Business Currents, and BNA’s Corporate Counsel Weekly while he also is frequently called upon by national publications for expert insight into current developments in federal securities law.
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)
Honors and Rankings
- Named a “2011 Rising Star of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management
- Selected for the 2011 National Association of Corporate Directors, “Directorship 100,” which lists the most influential people in corporate governance and the boardroom
Memberships and Affiliations
- DC Bar Association, Corporate Finance Committee of the Corporation, Finance, and Securities Law Section, Co-Chair
- Society of Corporate Secretaries and Governance Professionals
- National Investor Relations Institute
Publications and Speeches
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