We represent issuers and underwriters in a broad range of public and private offerings of debt and equity securities. Our attorneys assist clients with each step of the financing process: structuring transactions; managing and conducting due diligence; drafting and negotiating all necessary transaction documentation; and complying with applicable Federal and state securities laws, rules and regulations. Significantly, our attorneys seek to play a strategic role in our client's financing activities, from raising "startup" and angel venture capital financing, to structuring public offerings of equity and debt.
We represent emerging and established clients in the full range of securities matters, including:
- private offerings of securities
- venture capital financings
- SEC periodic reporting and on-going disclosure for public companies
- compliance with stock exchange rules & corporate governance standards
- equity-based compensation plans
- proxy contests, tender offers and battles for corporate control
- insider trading and related concerns
- investment company and investment advisor registration and regulation
Public Company Representation
We regularly advise public companies in complying with annual, quarterly and other periodic reporting requirements under the Federal securities laws, and counsel public companies on an ongoing basis concerning securities law compliance generally and matters involving the exchanges upon which their securities trade. Additionally, our attorneys assist public clients in all aspects of their annual meeting preparation, including managing proxy contests, responding to shareholder proposals and complying with new requirements such as "say on pay" and "proxy access." We also regularly prepare stock-based compensation plans and programs, and advise our clients on the tax, securities, corporate governance and investor relations aspects of implementing these plans and programs.
The securities markets and regulators demand thoughtful public disclosures, increasingly on a real-time basis. As disclosure requirements under Federal securities law continue to change and expand, our attorneys provide practical and clear advice about disclosure issues based on our understanding of our clients' businesses, financial condition, regulatory environment and industry.
In particular, we work closely with our small-cap public clients in implementing a compliance regime that recognizes that they do not have access to the internal resources available to large public companies. Many of our public company clients require our ongoing involvement in developing compliant internal controls and procedures and disclosure practices. We also provide counsel and assistance on the increasingly complex corporate governance and stockholder relations matters that confront public issuers.
WTP has broad experience in counseling companies on a wide range of corporate governance matters. We assist clients in understanding their legal and ethical obligations and in establishing policies and programs to fulfill those obligations. Our governance clients range from Fortune 500 companies to privately held companies and non-profits. We provide experienced, sound counsel to boards of directors, committees (including audit committees), and individual directors and officers and others with oversight responsibilities, whether concerning evolving best practices in corporate governance or the defense of potential claims. We also regularly advise boards of directors of public companies in complying with SEC disclosure requirements, certifications and other compliance requirements, audit and compensation committee responsibilities and duties, day-to-day internal governance issues, insider trading compliance, shareholder relations, executive compensation issues, and director and officer indemnification and insurance coverage issues. The breadth and depth of our practice enables our attorneys to respond quickly and authoritatively on all aspects of corporate governance.
Examples of the breadth and depth of our governance practice include the following:
- Board and committee structure, composition and processes
- Fiduciary duties and responsibilities
- Annual meeting preparation and documentation
- Responding to stockholder activism
- Developing board committee charters and corporate governance guidelines
- Board and committee self-evaluations
- Board orientation and revitalization programs
- Executive officer and director compensation
- Indemnification, insurance and other liability protections for directors and officers
- Internal investigations
- Stock exchange corporate governance listing requirements
- Change in control and defensive actions
- Management assessments of internal controls
- Codes of conduct, insider trading policies and other compliance policies and procedures