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- Corporate Governance
Governance of public companies occurs at the complex intersection of law, business and public policy. New regulations, expanded shareholder activism, and the accelerating impact of social media add new challenges to the traditional concerns presented by fiduciary duties and proxy regulation. Lawyers in our global corporate governance practice are keenly attuned to these matters and routinely advise boards of directors, board committees, C-suites and investor groups on:
- Going Private Transactions
- Standing Committee Matters
- Special Committees
- SEC & Listing Compliance
- Takeover Defense
- Shareholder Activism
- Shareholder Proposals
- Internal Investigations
- Whistleblowers
- Succession Planning
- Crisis Management
- Conflicts - Independence
- Fiduciary Duties & Shareholder Litigation
Advising Large Public Companies and Investors on Corporate Governance Matters
Represented boards in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries as well as hedge funds, public pension funds, and other investors with respect to corporate governance developments regarding board and committee composition, crisis management, cybersecurity, internal controls, shareholder proposals, proxy access, political spending, and other sensitive disclosures and similar matters.
Share Repurchase Programs
We routinely represented Fortune 500 companies in the pharmaceuticals, consumer goods, and health insurance industries with respect to multibillion dollar share repurchase programs.
Shareholder Proposals in Proxy Materials
Represented a global life sciences company with respect to selected securities disclosure and governance matters, including obtaining no-action relief allowing the exclusion of several shareholder proposals from its proxy materials. We also successfully defended and achieved favorable outcomes for this client in related litigation.
Acquisition of Optical Components Manufacturer
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
Activist Shareholder Proxy Contest for Board Seats
Represented SandRidge Energy in a proxy contest brought by TPG-Axon Capital Management LP and representation of the company and the Board of Directors in corporate governance matters. SandRidge settled its proxy contest.
Obtaining Relief from Dodd-Frank Derivatives Requirements
We represented a coalition of Foreign Exchange Intermediaries in obtaining and implementing CFTC relief under Dodd-Frank provisions relating to derivatives, permitting continuation of their business operations.
Successful Defense Against Bid for Board Seats by Activist Investor
Represented Kerr-McGee and its board of directors in its successful defense of Carl Icahn’s effort to elect directors to the Kerr-McGee board.
Salix Acquisition of Specialty Pharma Developer
Represented Salix Pharmaceuticals, Ltd. in its $2.6 billion acquisition of Santarus, Inc.
Spin-Off of Hanesbrands Inc.
Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE.
Going Private of Cellular and Satellite Technology Company
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
Megabus Call Center Outsourcing
Represented Megabus in call center service outsourcing agreement.
Investigation in Self-Dealing and Financial Reporting Irregularities
Represented The Special Committee of Independent Directors of Adelphia Communications in its investigation of self-dealing by the Company’s controlling shareholders and improprieties in the Company’s financial reporting.
$1.6 billion Demerger of Indivior plc
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
$5.8 billion Atlas Pipeline Merger
Represented The Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners, L.P. in its $5.8 billion merger with Targa Resource Partners LP.
Changes to NYSE Rules for Banks and Broker-Dealers
Represented a leading global provider of investor communications and technology solutions in connection with its pursuit of specific changes to NYSE rules regarding the distribution of proxy materials on behalf of banks and brokers. Covington interacted with the SEC and NYSE staff and successfully persuaded the bodies to include the provisions advocated by our client.
March 12, 2018, 2engage
Keir Gumbs participated in a Q&A with 2engage to discuss the importance of board diversity. According to Gumbs, "I think there is a big focus on gender, and less service given to ethnic diversity, and zero attention given to sexual orientation—zero, whatsoever. I don’t believe we will ever get to a place where we stop talking about the lack of diversity on ...
January/February 2018, The Corporate Governance Advisor
January/February 2018, The Corporate Governance Advisor
Bold Activists Will Require Bolder Boards in 2018
December 22, 2017, Agenda
Keir Gumbs is quoted in an Agenda article regarding shareholder activism trends from 2017, and a look ahead at 2018. This year, activists continued to go after companies that have lagged peers in financial performance, are perceived as having underutilized assets, trade at a discount to their intrinsic value, have substantial cash or other liquid assets or are ...
Why Financial Performance Affects ESG Metrics
December 19, 2017, Forbes
Keir Gumbs participated in a Q&A with Forbes to discuss why financial performance affects environmental, social, and governance (ESG) rating metrics.
November 3, 2017, Bloomberg BNA
Keir Gumbs is quoted in a Bloomberg BNA article regarding new guidance from the Securities and Exchange Commission that could allow corporate boards to play a bigger role in blocking shareholder proposals. “This will be a very big deal if board involvement is a requirement for a company to exclude a shareholder proposal," says Gumbs. Boards are typically briefed ...
Pensions Come Out Swinging on Board Composition
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 ...
Companies Win More Proxy Contests in 2017
July 24, 2017, Agenda
Keir Gumbs is quoted in an Agenda article regarding the increased number of proxy fights won by companies this year when compared to those won by activists. “Boards are much more aware of understanding the way to deal with activists, and I think that’s a huge factor [in settlements],” Gumbs says. “Companies can get activists to settle when persuading that the ...
Proxy Season 2017 Q&A with Keir Gumbs
June 7, 2017, The Lexis Practice Advisor Journal
Keir Gumbs participated in a Q&A with Lexis Practice Advisor to discuss issues that he is seeing during the 2017 proxy season.
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.
Leading M&A Lawyer Joins Covington
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 ...
More Rules Targeted in Dodd-Frank Rollback
February 13, 2017, Agenda
Keir Gumbs is quoted in an Agenda article regarding the Trump Administration’s rollback of Dodd-Frank. According to Gumbs, “I don’t think there’s any doubt that some of the Dodd-Frank rules that were not clearly connected to the financial crisis are going to either be gone or significantly reduced. The question is, will they be gone or reduced, and if so, how ...
February 10, 2017, Bloomberg BNA
Keir Gumbs is quoted in a Bloomberg BNA article regarding a draft executive order targeting the conflict minerals reporting requirement. According to Gumbs, “I have never heard a national security concern expressed with respect to the conflict minerals rule.”
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 ...
Huge Regulation Cuts In 2017: Directors Beware
January 25, 2017, Forbes
Forbes highlights Keir Gumbs’ participation in the National Association of Corporate Director’s webinar, “A Preview of the Regulatory Environment in 2017.” The article outlines insights shared during the webinar on key governance trends for which to watch in 2017.
Activist Investors Set For Busy 2017
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.”
‘Fix-It’ Proxy Access Proposals Hit Companies
November 7, 2016, Agenda Week
Keir Gumbs is quoted in an Agenda Week article regarding the new wave of shareholder proposals on proxy access. According to Gumbs, “the million-dollar question right now” is whether companies can omit shareholder proposals if they have implemented some of the provisions proponents have asked for, but not all of them. Historically, the SEC has assessed ...
Universal Ballots Could Change Stakes for Proxy Fights
October 26, 2016, Bloomberg BNA
Keir Gumbs is quoted in a Bloomberg BNA article regarding the effect of having one “universal” proxy ballot on activist campaigns. According to Gumbs, “Right now, it’s expensive, you have to hire lawyers and solicitors, and there’s no guarantee that you’ll win.” He adds that “your chances go up dramatically” if companies are required to include an activist’s ...
Silicon Valley Dealmaker Joins Covington
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 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, 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 ...
Leading Silicon Valley Dealmaker Joins Covington
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
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 ...
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 ...
Covington’s Gumbs Named to NACD Directorship 100 List
October 11, 2012
WASHINGTON, DC, October 11, 2012 — For the second straight year, the National Association of Corporate Directors has named Covington & Burling partner Keir Gumbs to its People to Watch list in recognition of his exemplary leadership. Mr. Gumbs was singled out for advocating the highest standards of corporate governance. “I am delighted and honored to be ...
U.S. News-Best Lawyers Awards Covington ‘Law Firm of the Year’ in FDA Law and 82 First-Tier Practice Rankings
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 7, 2011
WASHINGTON, DC, October 7, 2011 — The National Association of Corporate Directors has named Covington & Burling partner Keir Gumbs to its People to Watch list, in recognition of his work promoting the highest standards of corporate governance. Each year, NACD Directorship 100 identifies the most influential people in the boardroom community, including directors ...
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: ...
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
Covington & Burling Announces Ten New Partners
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 ...
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
- Corporate Board Member - America’s Best Corporate Law Firms
(2017)
- Ranked in the top 25 firms nationally
- Best Lawyers in America (2018)
- Corporate Compliance
- Corporate Governance
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