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Overview
All businesses today face high-stakes compliance and complex corporate governance issues. Public companies must also satisfy extensive disclosure obligations and respond to increasing shareholder activism. Evolving laws and regulations, coupled with increased scrutiny from investors on environmental, social and governance (ESG) issues, have created a complex environment for companies and their Boards of Directors and management.
Dorsey regularly guides clients through these challenges, providing the right governance, disclosure and compliance strategies to fit their size, stage of development, business and industry. We track the latest developments, trends and best practices and provide the practical advice you need to govern your business with confidence.
Our team represents over 75 public companies in the full range of SEC and stock exchange reporting and compliance obligations, and many more public and private companies in a broader range of corporate governance matters. These clients range from emerging companies to brands recognized worldwide covering a variety of industries, and include businesses that have relied on our counsel for decades. Our breadth of experience helps us to focus on governance that is “right sized” for the client and takes into account the company’s specific circumstances and goals.
In addition, with experience advising clients on both sides of governance battles with shareholder activists, we can bring important insights to a company’s potential vulnerabilities and defenses. While corporate Boards of Directors have been under pressure from shareholders and proxy advisory firms to take certain governance actions, they must also ensure that their governance structure allows them to deal with takeover attempts or other activist campaigns in a way that protects long-term shareholder value.
Members of our team serve as frequent authors and presenters on these topics and Dorsey hosts annual webinars on preparing for the public company reporting season and shareholder proposals. We also post frequent updates to the Governance & Compliance Insider Blog, which tracks the latest developments, rulemaking, trends and best practices in compliance, corporate governance and disclosure. More information about these resources is available here:
- Seminar Playback Videos: Preparing for the SEC Reporting Season, Strategies and Tactics for Shareholder Proposals, and more
- Governance & Compliance Insider Blog
Additional information about our specific capabilities in the governance and compliance arenas appears below.
Our multi-disciplinary teams of lawyers help Boards of Directors and management implement and maintain best practices and stay on top of the latest legal developments in a constantly changing legal landscape. We advise public and private company clients on a wide range of corporate governance issues, including the following:
- Board fiduciary duties in oversight and decision-making
- Director and officer liability
- Corporate governance policies
- Board structure and composition
- Duties of independent Board chair or independent lead director
- Board committee structure, composition and charters
- Board and committee evaluation processes
- Representation of special committees of the Board
- Succession planning for directors and senior executives
- Conflicts of interests and related party transactions
- Contested elections
- Responding to shareholder proposals and activist shareholders
- Governance ratings issued by ISS and Glass-Lewis
- Corporate record-keeping and document retention
- Government investigations and enforcement proceedings
- Whistleblower policies and complaints
- Anti-corruption policies and procedures
- Relationship with independent auditors
Members of our team are active in a number of leading professional organizations focused on governance matters, including the National Association of Corporate Directors, the American Society for Governance Professionals, and the Society for Corporate Governance.
We regularly advise public companies, including foreign private issuers, on the full range of SEC and stock exchange reporting and compliance requirements, including the following:
- Disclosure requirements and developments regarding periodic reporting obligations under the Securities Exchange Act of 1934, including proxy statements, Form 10-Ks, 10-Qs and 8-Ks and annual reports
- Press releases
- Communications with investors and analysts (Regulation FD)
- Insider trading policies and procedures, including Rule 10b5-1 plans
- Section 16 short-swing liability issues and reporting requirements on Forms 3, 4 and 5
- SEC review and comment processes
- Responding to SEC inquiries, investigations and enforcement proceedings
- Stock exchange listing requirements and compliance, including NYSE and Nasdaq
- Compliance issues for equity compensation programs, including stock options, restricted stock, employee stock purchase programs and other employee benefit plans involving company stock
- Registration of dividend reinvestment and direct stock purchase plans
- Stock repurchase programs
- Cybersecurity risks and events
- Preparing to go public
- Internal control policies and procedures
- Codes of conduct and ethics policies
Experience
Representative Clients
Our team represents over 75 public companies in the full range of SEC and stock exchange reporting and compliance obligations, and many more public and private companies in a broader range of corporate governance matters. These clients include U.S. and foreign private issuers and range from emerging companies to brands recognized worldwide covering a variety of industries.
Industries & Practices
Financial Services Regulatory
Explore This Practice View client achievements related to this practice View resources related to this practiceSecurities & Financial Services Litigation & Enforcement
Explore This Practice View client achievements related to this practice View resources related to this practiceGovernment Solutions & Investigations
Explore This Practice View client achievements related to this practice View resources related to this practiceBanking & Financial Institutions
Explore This Practice View client achievements related to this practice View resources related to this practiceFood, Beverage & Agribusiness
Explore This Practice View client achievements related to this practice View resources related to this practiceHealthcare & Life Sciences
Explore This Practice View client achievements related to this practice View resources related to this practiceEnergy & Natural Resources
Explore This Practice View client achievements related to this practice View resources related to this practiceCybersecurity, Privacy & Social Media
Explore This Practice View client achievements related to this practice View resources related to this practice- Banking & Financial Institutions
- Capital Markets
- Closely Held Businesses
- Cooperative Law
- Cybersecurity, Privacy & Social Media
- Energy & Natural Resources
- Executive Compensation
- Financial Services Regulatory
- Food, Beverage & Agribusiness
- Government Solutions & Investigations
- Healthcare & Life Sciences
- Labor & Employment
- Mergers & Acquisitions
- Mining
- National Security Law
- Securities & Financial Services Litigation & Enforcement
- Technology