The firm’s Corporate group represents public and private companies, boards of directors, board committees, and significant investors in connection with a wide range of corporate governance issues. Our clients turn to us for advice on board composition and independence, audit committee practices, risk management, executive compensation, and other governance matters. We help publicly traded companies comply with NYSE, NASDAQ, Euronext, and other stock exchange listing requirements and prepare for shareholder engagement. We provide counsel to both public and private company boards of directors, special committees, significant shareholders, and management on fiduciary duty and fairness reviews of corporate transactions.
We help public companies comply with SEC reporting requirements, including requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act, as well as with reporting requirements under the Transparency Directive of the European Union. We assist in the preparation or review of annual, quarterly, and current reports, proxy statements, insider transaction reports, and other documents filed with the SEC or the French Autorité des marchés financiers (AMF), and provide advice on informal disclosure, including press releases, conference calls, and social media communications. We provide advice on the development of equity compensation arrangements that align the interests of management with those of stockholders. Our deep experience enables us to give efficient, pragmatic, and strategically sound advice regarding disclosure and SEC compliance.
Our publicly traded clients include companies incorporated outside the U.S. (often meeting the definition of “foreign private issuer” under SEC regulations), recent IPO companies, and seasoned U.S. and French companies of all sizes. We also assist in the formation of not-for-profit and benefit corporations and advise them on governance and compliance matters.