Corporate Governance

January 2021

Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our ...

November 20, 2020, The Banker

John Ahern appeared on The Banker Podcast to discuss how banks can best prepare for a no-deal Brexit, as well as the fallout from the Wirecard scandal in terms of regulators’ views on the fintech community. 

October 14, 2020, Covington Alert

In 2018, via Senate Bill 826 ("SB 826"), California became the first state to require corporations with outstanding shares listed on a major U.S. stock exchange and with a principal executive office in California to include women on their boards of directors.Now Governor Gavin Newsom has signed Assembly Bill 979 ("AB 979"), which adds new Section 301.4 to the ...

October 13, 2020

WASHINGTON—Covington has promoted Ichiro (“Ike”) Morinaga to Senior Of Counsel. Mr. Morinaga heads Covington’s Japan practice and leads the firm’s relationships with a range of Japanese corporations as well as trade associations and governmental agencies. “Capitalizing on his prior experience as an international banker, Ike brings a unique, business-focused ...

May 27, 2020, Covington Alert

The UK Government has tabled legislation to assist companies in financial difficulty and to make temporary changes to the law relating to the governance and regulation of companies. The Corporate Insolvency and Governance Bill1 (the “Bill”), which commenced its passage through the UK Parliament on 20 May 2020, is relevant to public companies as it provides for ...

May 13, 2020, Roll Call

David Martin spoke with Roll Call about the success of companies that consider environmental, social, and governance issues in their business models through the COVID-19 pandemic. Mr. Martin says, “The pandemic is causing companies to ask and answer questions which ESG, in some areas at least, has already been asking. What is your ability to cope with a broader ...

April 29, 2020, Roll Call

David Martin is quoted in Roll Call regarding the lasting effects of coronavirus on corporate annual meetings. Mr. Martin says, “I think this year’s experience will be a real needle-mover.” He also notes that  virtual meetings also have smaller carbon footprints, an impact about which some investors are increasingly concerned. Ultimately, how big of a shift ...

April 27, 2020, Bloomberg Law

April 16, 2020, Covington Alert

The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.

March 30, 2020, Law360

Brian Rosenzweig spoke with Law360 about the lack of funding for equity capital markets  created by coronavirus. Some companies have resulted to at-the-market offerings for funding. Mr. Rosenzweig says, “The ability to be opportunistic on days with less volatility and generate smaller amounts of cash on a more frequent basis through ATM programs is very relevant ...

March 23, 2020, Agenda

David Martin is quoted in Agenda regarding the increased importance for companies to take up environmental, social, and governance (ESG) issues. Mr. Martin says that in his experience, larger companies are more likely to have greater exposure to ESG risks and reputations hinging on oversight of ESG issues, so the issues are more likely to pop up in ...

March 18, 2020, The Wall Street Journal

David Martin is quoted in The Wall Street Journal regarding companies’ decisions to disclose potential COVID-19 infections of executives. Mr. Martin says that while companies have leeway on executive medical disclosures, they often have a strong incentive to provide timely information. Doing so prevents employees from leaking information and investors from ...

February 26, 2020, The Wall Street Journal

David Martin is quoted in The Wall Street Journal regarding the information companies are sharing with the public about how its managing its supply chain in response to coronavirus. Deciding what to disclose depends on what companies view as financially material. In the case of coronavirus outbreak risks, a big part of that calculation so far has involved ...

December 13, 2019, The Recorder

Eric Holder spoke with The Recorder for a Q&A on diversity in big law and being a role model within the legal community with Phuong Phillips, Zynga chief legal officer. What is the status of diversity and inclusion in the legal industry? What can we do to improve that?   “Our profession is not yet where it needs to be. Law firms are trying to do a better job, ...

September 4, 2019, RIAIntel

Brian Rosenzweig spoke with RIAIntel about the continued need for registered investment advisers to file Form S-3 with the SEC. Mr. Rosenzweig says, “It is certainly customary for public companies to seek to file and declare a shelf registration statement as soon as they become shelf-eligible, which is typically one year after an IPO.” Companies routinely file ...

September 2, 2019

DUBAI—Rupert Harper has joined Covington’s Corporate Practice as a partner in Dubai. Mr. Harper’s arrival follows the recent addition of international arbitration partner Philip Norman, also resident in Dubai. Mr. Harper has a wide-ranging practice advising on mergers and acquisitions, joint ventures, private equity buy-outs, and strategic investment ...

August 22, 2019, Law360

Ian Hargreaves is quoted in Law360 regarding the U.K.’s minibond scandal and the regulatory response. Mr. Hargreaves says, “Customers are arguing that they believed the minibonds were FCA-authorized when they were not. Consequently, their impression was that the investments were safer than they actually were.” He adds, “Essentially, the FCA regulates by activity ...

July 16, 2019, Law360

July 12, 2019, Risk

Randy Benjenk is quoted in Risk regarding new liquidity rules for foreign banks’ U.S. branches. Mr. Benjenk says, “There is a concern [in the U.S.] that the home country regulators of foreign banks won’t let the foreign bank put out the fire in the U.S. because it should be conserving its liquidity for some stress event in the home country.”

May 20, 2019, Bloomberg Law

Randy Benjenk is quoted in Bloomberg Law regarding the Federal Reserve’s proposed rule to create room for investors to own more stock and occupy more board seats at banks. The rule could lead to an increase in stakeholder activism. According to Mr. Benjenk, the Fed can step in if an activist investor is going in a direction that regulators think poses a risk to ...

April 17, 2019, Bank Director

Rusty Conner is quoted in Bank Director regarding the potential succession of WSFS’s CEO. Mr. Conner says, “It’s picture perfect from the standpoint of how it should be handled.” He says that allows all essential parties the chance to prepare and make thoughtful decisions about the succession process. “It’s a combination of the board asking questions annually, ...

March 2019, The American Lawyer

The American Lawyer has recognized Covington in its 2019 Dealmakers of Year.

March 27, 2019

WASHINGTON—The American Lawyer has recognized Covington among its 2019 “Dealmakers of the Year.” The annual feature highlights “the lawyers behind the most significant work” in deal making, and this marks the second time the firm has received this distinction in the last three years. In March 2018, Covington helped Qualcomm, Inc. secure a U.S. Presidential ...

February 15, 2019, Global Data Review

Denny Kwon and Tom DeFilipps spoke with Global Data Review on Mr. Kwon’s move to Covington.   Mr. Kwon told GDR that for him, Covington was a natural fit in light of the increased prominence of regulatory issues in M&A transactions and the firm’s “incredibly broad” array of practices. He said that data usage and privacy issues are becoming increasingly ...

February 13, 2019, Law360

Denny Kwon and Tom DeFilipps spoke with Law360 about Mr. Kwon’s move to Covington.   Mr. DeFilipps says, “Denny will greatly enhance our Northern California corporate offering and our ability to further develop M&A and broader corporate relationships with West Coast-based technology and life sciences clients.”   Mr. Kwon told Law360 that his favorite part of ...

February 12, 2019, The Recorder

Denny Kwon and Tom DeFilipps are quoted in The Recorder regarding Denny Kwon’s move to Covington.   Mr. Kwon, who moved to the firm’s San Francisco office as a partner, says, “I have seen complex regulatory issues arise more frequently for technology companies, not only in M&A transitions but also in their ordinary day to day operations. The depth and the ...

January 11, 2019, Reuters

David Martin is quoted in Reuters regarding the partial U.S. government shutdown’s effect on corporate executives’ decisions on proxies. Mr. Martin said corporate clients are already calling with questions and the pace will ramp up as deadlines loom to mail out proxies. He says, “A lot of the public companies are beginning to wonder about this and worry about ...

September 21, 2018, Law360

Donald Murray is quoted in Law360 regarding 13 public offerings expected to raise more than $1.1 billion during the week of September 24. Mr. Murray expects technology and biotechnology companies to do well in the run-up to the midterm elections. He says, “Everyone is out making hay while the sun shines.”

September 5, 2018, Law360

David Engvall is quoted in Law360 regarding the SEC’s decision to move forward with several measures to simplify disclosure requirements, most of which could create a more issuer-friendly regulatory environment. Mr. Engvall says, “It’s definitely progress and it’s helpful. But it’s not going to really significantly affect any company’s overall disclosure costs.”

August 17, 2018, Bloomberg

David Martin is quoted by Bloomberg regarding the President’s request of the Securities and Exchange Commission to study ending quarterly reporting for U.S. businesses in order to ease regulations and spur growth. Mr. Martin says “You’re probably going to get a debate where you have people saying these reports are unnecessary, and I don’t think that will ...

August 6, 2018, Agenda

William Woolston and Megan Woodford are quoted in Agenda regarding the Tax Cuts and Jobs Act of 2017’s effect on incentive plans. Mr. Woolston suspects public companies not conducting a shareholder vote on incentive plans is the “ beginning of a trend.” However, he believes that shareholders can still rely on other measures to hold companies accountable for ...

June 5, 2018, Bloomberg

Andrew Jack is quoted in a Bloomberg article regarding the push by employees and investors of Google's Alphabet Inc. to tie executive pay to progress on workplace diversity, According to Jack, investors care about environmental, social, and governance (ESG) issues. “Boards and compensation committees would be well advised to review their company’s published ESG ...

January/February 2018, The Corporate Governance Advisor

January/February 2018, The Corporate Governance Advisor

September 18, 2017, Agenda

Keir Gumbs and David Martin are quoted in an Agenda article regarding the “Boardroom Accountability Project 2.0.” According to Gumbs, the companies that received the letter from the New York City Pension Funds as well as those that didn’t should understand that the issues outlined by NYC comptroller Scott Stringer reflect the current level of shareholder ...

April 17, 2017, Covington Alert

On April 7, 2017, the SEC’s Division of Corporation Finance (the “Division”) issued a statement indicating that it will not recommend enforcement action to the SEC if companies subject to the SEC’s conflict minerals reporting rule only file disclosure under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD, and not under paragraph (c) of Item ...

April 11, 2017, Covington Alert

The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to its rules and forms that will require companies filing registration statements and reports subject to the exhibit requirements of Item 601 of Regulation S-K to include an active hyperlink to each exhibit listed in the exhibit index, whether or not the exhibit is incorporated by ...

March 29, 2017, Covington Alert

A number of new pieces of legislation have recently come into force or are due to come into force shortly which impose certain reporting obligations on both companies and limited liability partnerships in the UK.

February 28, 2017

NEW YORK—Tom Kuhn has joined Covington’s Mergers and Acquisitions practice, and will focus on media and technology transactions. He will be based in the firm’s New York office. Mr. Kuhn is a seasoned M&A deal maker, with experience both as a lawyer and as a banker. He also advises on corporate governance matters and provides strategic counseling. He has ...

February 3, 2017, Global Investigations Review

Ian Hargreaves and David Lorello are quoted in a Global Investigations Review article regarding Hargreaves’ recent arrival to Covington. According to Hargreaves, the firm’s “pre-eminence in dispute resolution, and its immense strength and global recognition as a market-leader in white-collar crime matters and investigations” fueled his decision. Lorello says, ...

January 31, 2017

LONDON—Ian Hargreaves has joined Covington as a partner in the firm’s European Dispute Resolution practice resident in London. Mr. Hargreaves’ arrival follows that of litigation partners Craig Pollack, Greg Lascelles, Elaine Whiteford, and Louise Freeman over the past six months. Mr. Hargreaves advises on major European white collar and related civil and ...

January 2, 2017, Law360

Leonard Chazen is quoted in a Law360 article regarding trends that will shape shareholder activism in 2017. According to Chazen, “[If] you have an activist campaign that is really financial engineering without a persuasive critique of the company’s business plan, I think it is hard for an activist to win.”

September 13, 2016, Daily Journal

Tom DeFilipps and Doug Gibson are quoted in a Daily Journal article regarding DeFilipps’ move to Covington’s Silicon Valley office. Commenting on the draw to Covington DeFilipps says, “One of the more compelling aspects of the Covington platforms is the way it allows you to meld the strength of its regulatory practice in D.C. and non-U.S. jurisdictions, like ...

September 13, 2016, The Recorder

Tom DeFilipps and Doug Gibson are quoted by The Recorder in an article regarding DeFilipps’ recent move to Covington, where he will serve as chair of the West Coast corporate practice. According to DeFilipps, “Covington presented to me an opportunity to do something that sounded very interesting at this point in my career.” He continues, "I felt as though it was ...

September 13, 2016, ABF Journal

Timothy Hester and Tom DeFilipps are quoted in an ABF Journal article regarding the arrival of DeFilipps to Covington. According to Hester, “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California.” DeFilipps says, “I am very pleased to join Covington’s growing California practice.” He continues, “I am ...

September 12, 2016

SILICON VALLEY—Tom DeFilipps has joined Covington as a partner in the Silicon Valley office and will serve as chair of the West Coast Corporate practice.  “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California,” said Timothy Hester, Covington’s chair. “Tom has built a successful Northern California ...

September 12, 2016, Law360

Timothy Hester and Tom DeFilipps are quoted in a Law360 article regarding DeFilipps’ recent arrival. According to Hester, “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California.” He continues, “Tom has built a successful Northern California corporate practice over many years and has a demonstrated track ...

August 25, 2016, Bloomberg BNA

Leonard Chazen is quoted in a Bloomberg BNA article regarding trends and trajectories involving activist investor campaigns. According to Chazen, the increase in the number of activist funds as well as the amount of money flowing into the funds was fueled by the traditional buy-and-hold hedge funds that were underperforming the market. He adds, activism is ...

May 10, 2016, Harvard Corporate Governance

December 1, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation

July 2015, Insights

May 20, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation

February 26, 2013

WASHINGTON, DC, February 26, 2013 — The BTI Consulting Group has named Covington & Burling partners David Martin and Henriette Tielemans to its 2013 “Client Service All-Stars” list. The BTI “Client Service All-Stars” were singled out by general counsel and direct reports at large and Fortune 1000 organizations in one-on-one interviews. Mr. Martin, based in ...

February 2013, Insights

11/7/2012

WASHINGTON, DC, November 7, 2012 — Covington & Burling received 97 first-tier practice rankings in the 2013 “Best Law Firms” survey by U.S. News-Best Lawyers, placing Covington among the top 10 firms nationwide. Covington was also named “Law Firm of the Year” in both FDA Law and Corporate Compliance Law. The honor is presented to one law firm in each of the ...

November 1, 2011

WASHINGTON, DC, November 1, 2011 — For the second consecutive year, U.S. News-Best Lawyers awarded Covington & Burling the most first-tier practice rankings for Washington, DC in the “Best Law Firms” survey. The 2011-12 survey also awarded the firm 82 first-tier practice rankings, placing Covington among the top 20 firms nationwide. Additionally, U.S. ...

October 2011, Insights

September 7, 2011

WASHINGTON, DC, September 7, 2011 — Covington & Burling LLP lawyers received 184 individual mentions in 56 areas of law in the 2012 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: ...

August 23, 2011, The Harvard Law School Forum on Corporate Governance and Financial Regulation

December 2010, first published in Westlaw Business Currents

August 6, 2010

WASHINGTON, DC, August 6, 2010 — Covington & Burling LLP received 138 individual mentions in 40 areas of law in the 2011 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

July 21, 2010, Covington Advisory

August 7, 2009

WASHINGTON, DC, August 7, 2009 — Covington & Burling LLP received 131 individual mentions in 38 areas of law in the 2010 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

September 29, 2008

WASHINGTON, DC, September 29, 2008 — Covington & Burling LLP received 124 individual mentions in 40 areas of law in the 2009 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

September 2008, GC California

6/5/2008

WASHINGTON, DC, June 5, 2008 — Covington & Burling LLP partner David Martin has been elected 2008-09 President of the Board of Trustees of the Securities and Exchange Commission Historical Society. The SEC Historical Society is a non-profit institution, independent of and separate from the U.S. Securities and Exchange Commission, which preserves and shares SEC ...

September 6, 2007

WASHINGTON, DC, September 6, 2007 — Covington & Burling LLP received 115 individual mentions in 38 areas of law in the 2008 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The recipients are as follows: Administrative: E. Edward Bruce and ...

May 31, 2007, Covington E-Alert

October 3, 2005

WASHINGTON, D.C., October 3, 2005 - Covington & Burling announced the election of ten new partners, effective October 1. Stuart Stock, chair of the firm's management committee, commented: "These exceptional lawyers reflect the strength, excellence and diversity of the firm, and the continuing growth of our practices across the firm."  Covington's newest partners ...

September 13, 2005

WASHINGTON, D.C., September 13, 2005 -  Forty-six Covington & Burling lawyers practicing in 27 fields were recognized in the 2006 edition of The Best Lawyers in America. The number of Covington lawyers listed increased by over 40% from the last edition.  This biennial compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide ...

February 2004, In Brief

2004, 27 J. Corp. L. 341, reprinted in CONTROL OF CORPORATE MANAGEMENT 469 (R. L. Campbell ed., 3d ed.)

January 2004, PLC Global Counsel Handbook on Corporate Governance and Directors' Duties