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Co-headed by a former Director of the Division of Corporation Finance at the Securities and Exchange Commission, our securities practice has both depth and strength in assisting clients in SEC reporting and related compliance matters. This includes counseling on difficult disclosure issues and technical regulatory concerns and structuring and implementing compliance programs. We seek to assist clients in all aspects of dealing with the SEC.
We work with numerous public companies in periodic and other reporting under the Securities Exchange Act of 1934, from preparing and reviewing draft periodic reports to advising on disclosure controls and procedures. This includes current reporting on Form 8-K, tender offers, issuer repurchase plans, executive compensation issues, option plan administration, practices under Regulation FD, insider trading policies, Rule 10b5-1 plans, and Section 16 reporting obligations. We also work with clients on annual shareholder meetings and proxy solicitations, including shareholder proposals and beneficial ownership reporting.
We regularly advise clients on issues arising under the Sarbanes-Oxley Act of 2002. This involves questions regarding auditor independence and internal control over financial reporting, particularly with respect to CEO/CFO certifications of SEC reports and management evaluations of internal controls.
We deal frequently with the SEC staff on comments on filings and interpretive matters and assist clients with stock exchange listing standard compliance. Lawyers in our London office advise foreign private issuers on their obligations under US securities laws. We are accustomed to counseling clients on the interplay between corporate law and the expanding body of federal law covering governance of participants in the US, UK and European capital markets. This includes, for clients that are market participants and institutional investors, advice on securities and corporate governance policy matters, such as proposed rulemaking by regulatory and self-regulatory bodies.
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