Public Companies

Leading public companies and global investment banks seek our representation on the full range of complex capital markets transactions. We have experience with various forms of equity and debt securities offerings, including initial public offerings, underwritten public offerings, PIPE transactions, Rule 144A private placements, debt and equity securities repurchases, and tender offers. We assist our clients in structuring and executing securities offerings involving common and preferred stock, high-yield and investment-grade debt securities, convertible securities, and derivatives and equity-linked securities.

We serve as advisers to public companies, including their boards of directors and senior management, on the full spectrum of SEC reporting, corporate governance, and securities law matters. Our experience encompasses providing strategic counsel with respect to periodic and current reporting obligations, proxy and shareholder communications, exchange listing standards, earnings and investor communications, governance considerations, and other significant governance and compliance matters.  

Drawing on our deep experience advising companies across industries and market cycles, we help clients navigate evolving SEC and international financial regulatory requirements, manage disclosure and governance risk, and help clients to deliver thoughtful and effective communications to regulators, investors, and the capital markets. Combining technical excellence with practical business judgment, we deliver sophisticated guidance tailored to the demands of today’s public company environment.

We have particular experience in advising public company boards on the various forms of activism, with a strong track record of achieving successful outcomes for corporate clients. This includes campaigns involving value investors, often linked to capital markets and M&A activity, as well as ESG-focused, single-issue, and strategic investors.   

Our significant experience includes advising on contested votes and proxy battles, directors' duties, and disclosure considerations. In the context of activist campaigns, we also frequently liaise on our clients' behalf with proxy advisers, regulators, and other key stakeholders.   

In addition, we regularly counsel boards on activism readiness, often alongside takeover defense work and horizon scanning. With a particular focus on capital markets and M&A, our activism offering draws on our significant experience in corporate reporting and disclosure, governance, and shareholder dispute resolution.

We provide strategic counsel to public and private companies, including boards and compensation committees, on the full range of executive compensation and employee benefits matters arising in the ordinary course of corporate governance, disclosure, and transaction-related compensation issues. Our public company executive compensation practice includes advising on proxy statement and annual report disclosure, including CD&A, executive and director compensation tables, stock exchange requirements, pay-versus-performance disclosure, insider reporting and Section 16 matters, compensation committee governance, clawback policies, and executive employment, severance, retention, and change-in-control arrangements. We also advise on executive compensation and benefits issues arising in connection with securities offerings, M&A, restructurings, executive transitions, and other strategic corporate transactions.

Boards and executive teams regularly turn to us first when facing crises, including whistleblower complaints, government investigations, stockholder activism, data breaches, accounting errors, litigation, negative publicity, and other matters. We bring the firm’s full resources to these matters, assembling multidisciplinary teams of senior lawyers with substantial experience in litigation, government investigations, white collar, privacy and data security, antitrust, and trade practices. Additionally, our global reach allows our lawyers to quickly respond to client needs across jurisdictions.

Our team regularly advises on public company M&A transactions and related market developments across the markets we serve. From deal structuring and shareholder strategy to board advice on takeover response, we provide strategic insights that help deliver results. We have deep experience and relationships with others in the public M&A ecosystem, including regulators, the financial press, and proxy advisers. Our team also works closely with our merger clearance and foreign direct investment professionals to ensure a successful regulatory process.

Top companies and senior executives rely on us to navigate high-stakes investigations, government enforcement actions, and related litigation. Our global team of professionals has extensive experience in conducting and responding to investigations about all forms of corporate and employee misconduct in today’s evolving regulatory and social landscape. We understand that the need to investigate or respond to an investigation can arise unexpectedly and at inconvenient times. We regularly assemble experienced teams at short notice to respond to clients' urgent needs and can provide ongoing support in triaging and managing investigations at volume. During and after investigations, we work closely with clients to address warranted remediation and identify trends that may require action or present opportunities to improve internal systems and controls.

We provide practical advice, sound judgment, and broad perspectives to companies, boards of directors, and executives on corporate governance matters. Clients seek guidance on the latest trends and best practices, including those related to shareholder engagement, proxy advisory firm standards, board oversight of risk management and cybersecurity, executive compensation, New York Stock Exchange and Nasdaq governance standards, board and committee charters, corporate policies, and SEC disclosure and Sarbanes-Oxley obligations. Clients also turn to us when responding to whistleblower complaints, government investigations, and activism. Our advice to clients is informed by our experience resolving complex and novel issues with government agencies, including the U.S. Department of Justice and the SEC.