Our Securities attorneys handle all aspects of federal and state securities law compliance for public companies, including corporate governance issues relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, fiduciary responsibilities of directors and officers, compliance with issuer reporting and disclosure requirements under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and, as discussed above, the securities registration requirements associated with the Securities Act and the state securities laws. We also counsel clients on compliance with respect to specific requirements of the SEC, the NYSE, the Nasdaq Stock Market, the American Stock Exchange and the Over the Counter Bulletin Board.
Our public company practice includes counseling with respect to:
- preparation of periodic and current reports;
- drafting disclosure under the Exchange Act;
- proxy solicitations and organization of stockholder meetings;
- preparation of audit committee charters, codes of ethics and various other required policies and procedures;
- assistance with employee compensation matters and disclosure;
- formation and responsibilities of special committees;
- director and officer fiduciary duties and responsibilities;
- compliance with legal and ethical requirements, including rules relating to attorneys and other professionals who represent companies before the SEC;
- assistance with internal, FINRA or SEC investigations; and
- interaction with an issuer's outside auditors.
We also have extensive experience with respect to the regulatory and enforcement issues that arise in public companies, including those in connection with securities market transactions. We are well versed in structuring and implementing securities law compliance programs to establish best practices for issuers and regulated financial institutions.