Corporate Governance and Disclosure

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.

Key Contacts

All Attorneys

Corporate Governance and Securities Disclosure: Public Companies

Regularly provide advice on U.S. securities and corporate governance obligations to U.S. and foreign companies; assist in drafting and reviewing SEC filings and preparing for stockholder meetings.

Regularly advise on executive compensation issues, including the design of compensation plans, the registration of equity interests and reporting and disclosure issues.

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Corporate Governance: Private Companies and Not-for-Profit Entities

Advise a number of limited liability companies and their investors on rights under the relevant LLC agreements and LLC law.

Act as corporate secretary or provide similar assistance to privately held entities.

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Representation of Special Committees and Advice on Fiduciary Duties in Corporate Transactions

Advised the board of directors of a publicly traded Delaware corporation with respect to the establishment of a special committee to evaluate potential offers to purchase the company’s business; worked with counsel for the special committee in connection with the sale of the company to a private equity firm, including work on a fairness opinion.

Advised the board of directors and a special committee of the board of directors of a publicly traded Delaware corporation with respect to the purchase of another business from an affiliate of a significant stockholder, including work on a fairness opinion.

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Bonnie J Roe is quoted in an article by Activist Insight about whether adding activism as a risk factor in companies' annual reports is justified.

Muriel Goldberg-Darmon speaks with Caroline Ruellan, President of SONJ Conseil, about the relationship between shareholder dialogue and privileged information in an interview with Forbes.

(Regards croisés entre Caroline Ruellan, Présidente de SONJ Conseil et Muriel Goldberg-Darmon.)

In this article, Bonnie J Roe notes the impact of Reg A+ in the three years after the SEC's revised framwork rules took effect. 

Muriel Goldberg-Darmon speaks to L'Agefi regarding shareholder activism in France.

Muriel Goldberg-Darmon speaks to Décideurs Magazine regarding activist investment funds and minority shareholders.

Muriel Goldberg-Darmon discusses the difficulties facing companies in fulfilling their continued disclosure obligations to the market, as well as the resulting risks of potential AMF sanctions.

John W Gibson, Thomas Shortland, and Ashley Collins outline the key factors company directors must consider when making business decisions during the COVID-19 pandemic, as they may face scrutiny from a range of interested parties including creditors, employees, trade unions, landlords, customers, regulators, insolvency practitioners, and possibly law enforcement.

Muriel Goldberg-Darmon discusses how the outbreak of COVID-19 impacts a company’s responsibility to comply with financial communication and reporting obligations.

Muriel Goldberg-Darmon explains the specific regime of navigating whistleblowing within the French financial sector through the internal procedures of financial institutions and external procedures of the French Financial Market Authority (AMF) and the French Banking Authority (ACPR).

In this C&G Client Alert, Bonnie J Roe and Cody Lipton discuss the SEC guidance issued on January 30, 2020 on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements.

Bonnie J Roe and Cody Lipton examine the SEC's proposed amendments to its definition of “accredited investor,” which add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific disclosures or other limitations.

Bonnie J Roe explores how Regulation A may be the best alternative for conducting an initial coin offering in her latest article for Bloomberg Law

Muriel Goldberg-Darmon co-authors an article examining the evolving corporate and social responsibilities of activist investors.

C&G partner Bonnie J Roe discusses the SEC’s response to the Tax Cuts and Jobs Act  and its impact on public company reporting in this C&G Alert. 

Over the past few years, forum selection bylaws have become an established part of corporate governance. This trend has gained momentum during the past few months as such provisions have gained both judicial and legislative support. On the judicial side, most courts have enforced such bylaws. And, on the legislative side, recent amendments to Delaware law now provide statutory support for some uses of forum selection bylaws. This update provides more detail on these key developments and explores how companies should think about forum selection bylaws going forward.

Much of modern corporate governance law turns on the roles of independent directors, but determining who is an independent director is often a complicated task, with separate state law, regulatory, and exchange standards that have evolved over time.  This article looks at key recent developments and provides a field guide for general counsel trying to understand what independence really means.

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the year

On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These proposed standards, if adopted, would change the role of auditors and expand the scope of the auditor’s report.

As we have previously noted, exclusive forum bylaws potentially offer protection from the risks of multi-jurisdictional litigation.  Recent developments include the withdrawal of an appeal from a Delaware Court of Chancery decision that found such bylaws facially valid and additional feedback from proxy advisory firms.  This alert provides an overview of questions that remain unresolved and provides guidance to companies and stockholders considering exclusive forum bylaws.

Examining the Dodd-Frank and US Foreign Corrupt Practices Acts  and ways in which companies can institute and augment compliance programs to mitigate the risks they pose.

Offering insight to multinational corporations in terms of navigating within, among, and between the different policies and agendas of antitrust regimes around the world.

Partner Bonnie J Roe was featured on a panel addressing Regulation A at the “Private Placements and Hybrid Securities Offerings 2019” program hosted by the Practising Law Institute.

Muriel Goldberg-Darmon est intervenue sur le thème « Activisme actionnarial et risques d’abus de marché » lors de la conférence sur les Risques de crédits & Risques de marché, Le Mans Université.

(Muriel Goldberg-Darmon gave a presentation, titled “Shareholder Activism and Market Abuse Risks,” at Le Mans University’s Credit Risks and Financial Market Risks conference).

Muriel Goldberg-Darmon a participé à la Table Ronde sur “Quelle coopération entre les mis en cause et l’AMF ?” organisée par la Commission des sanctions de l’AMF le 3 octobre 2018. La table ronde était modérée par : Jean Gaeremynck, président de section au Conseil d’Etat, membre de la Commission des sanctions de l’AMF. Les intervenants étaients : Jean-Luc Blachon, premier vice-procureur, Parquet national financier, Sophie Bresny, chef du service des investigations de l’Autorité de la concurrence Andrew Cotterell, Head of Law, Policy & International, FCA (Financial Conduct Authority), Muriel Goldberg-Darmon Associée du cabinet  Cohen & Gresser,  Benoît de Juvigny, secrétaire général de l’AMF.

(Partner Muriel Goldberg-Darmon spoke at the AMF Enforcement Committee’s annual symposium on October 3, 2018, as the only speaker from a private law firm.  Muriel was a panelist for the second round table on “Cooperation between the respondents and the AMF during investigations or inspections and sanctions,” which was moderated by Jean Gaeremynck, State Councilor and member of the AMF Enforcement Committee.  Muriel’s fellow panelists were: Jean-Luc Blachon, First Vice-Prosecutor at the Parquet National Financier; Sophie Bresny, Head of the Inspections Unit at the Autorité de la concurrence; Andrew Cotterell, Head of Law, Policy & International at the FCA (Financial Conduct Authority); and Benoît de Juvigny, Secretary General of the AMF).

Partner Bonnie J Roe will speak on a panel entitled “Going (to the) Public” at the ABA Business Law Section Annual Meeting 2018 in Austin, Texas on September 14. 

Muriel Goldberg-Darmon participated in the “Activists Funds: Opportunity or Threat for the Economy” roundtable at the conference on Activists Funds and Governance organized by the Paris-Dauphine University on June 26th, 2018. The panelists were:  Hubert de Vauplanne, Partner at Kramer Levin, Edouard Dubois, Vice-President at Blackrock, Philippe Leroy, President at Associés en Finance, Ahmed Guenaoui, Administrateur civil at Direction générale du Trésor,  Laurence Boisseau, Journalist at Les Echos, Colette Neuville, President at ADAM (Minority Shareholders Defence Association), Anne-Sophie d’Andlau, Co-Founder and Managing Partner at CIAM,  and Muriel Goldberg-Darmon, Partner at Cohen & Gresser. The roundtable was moderated by Sophie Schiller, Professor at Paris-Dauphine. Please also find a link to the September 6, 2018 issue of the magazine, La Semaine Juridique, in which a transcription of Muriel's presentation, "Fonds activistes : opportunité ou menace pour l’économie ?" is featured on page 42.

Bonnie J Roe presented at The Reg A Conference by DealFlow Events on "Will Regulation A find its niche?"

This course will examine the legal and practical foundations of good corporate governance for privately held companies, particularly younger growth companies, or start-ups, and companies backed by venture capital or private equity investors. 

This panel will discuss recent trends in compliance and enforcement, including 10b5-1 plans, hedging and pledging, and case law developments. 

The panel will address best practices for corporate counsel assisting boards of directors in fulfilling their corporate governance responsibilities, including the various ethical issues that may arise in evaluating an acquisition, conducting an internal investigation or other situations.