Public Companies

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From emerging growth companies to multi-billion-dollar accelerated filers with global operations, we counsel public companies on matters ranging from routine to extraordinary, and everything in between.

Offering Counsel
We represent issuers in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on offerings, registered direct offerings that permit opportunistic shelf take-downs, secondary offerings in which investors sell their holdings, PIPE transactions in which securities are privately placed then registered for resale, medium-term note programs, commercial paper issuances, as well as mergers and acquisitions, tender offers and other financing transactions. In many instances, the transactions on which we advise involve aggressive timetables. We are committed to providing service that enables rapid, and successful, completion of these financings.

We also guide issuers through public company sale transactions and other types of go-private and go-dark transactions in which public companies for a variety of reasons may desire to cease being SEC-reporting companies. These transactions require complex and timely filings with the SEC, the stock exchanges and other regulatory authorities. They also involve sophisticated matters of corporate governance and necessitate careful planning and management of public communications and employee relations.

Disclosure and Reporting Counsel
We advise our clients on all aspects of reporting under the Exchange Act, including the disclosures required in annual, quarterly and current reports; the timing and content – both required and advisable – of press releases, analyst call scripts and website postings; the planning and execution of investor relations functions; and materiality determinations. We keep abreast of new regulations and emerging trends so our clients can be proactive in implementing new policies and practices. We understand how critical it is to be up-to-date, accurate and forthright in responding to public disclosure requirements, and we assist our clients in efficiently navigating an environment of enhanced scrutiny and increased corporate responsibility.

Governance Counsel
We help our clients establish and implement best practices related to corporate governance, including codes of conduct, committee charters, director independence, and board and committee composition, as well as insider trading policies, whistle-blower policies and shareholder relations.

We also counsel clients on anti-takeover preparedness, such as implementation and renewal of shareholder rights plans or “poison pills,” amendments to charter documents to establish staggered boards or advance notice procedures, and other defensive measures to ward off or respond to proxy contests and hostile tender offers. We help our clients respond to all forms of shareholder activism, including responding to shareholder proposals and shareholder nominations.

Compensation Counsel
We regularly counsel our clients in connection with executive compensation matters, including the design of equity compensation plans, non-qualified deferred compensation plans, Section 409A compliance, and executive employment and severance arrangements. We have also served as counsel to compensation committees in reviewing or designing compensation arrangements, and to executives seeking to engage in sophisticated wealth management techniques, including hedging transactions and entering into Rule 10b5-1 trading plans.

Representative Matters

  • Representation of a global distributor of health products and services in the $715 million sale of its medical supply business to a private equity firm; its $1.1 billion acquisition of a leading animal health distribution company; its accelerated share repurchase; the declassification of its board; and other commercial, corporate governance, securities and disclosure matters. 
  • Representation of a casual dining restaurant group since its IPO, including PIPE transactions, preferred stock financings, a debt restructuring, sale of control to a private equity investor and acquisitions of assets.
  • Representation of an NYSE-listed insurance company in its executive compensation, securities and disclosure matters.
  • Representation of a bank holding company in its mergers and acquisitions, corporate governance and reporting matters.
  • Representation of a premium coffeehouse operator in its $340 million sale transaction to a foreign-based private equity purchaser.
  • Represented an NYSE-listed bottling company in $1.4 billion of registered debt issuances, 10b5-1 repurchase plans, adoption of a majority voting policy and $7.8 billion merger and go-private transaction. Created one of the world’s largest food and beverage companies.
  • Representation of a publicly-held thrift holding company in its response to a proxy contest by one of its institutional shareholders.
  • Representation of a marketing technologies company in its IPO, follow-on offering and registered direct offerings.
  • Representation of a media entertainment licensing company in its go-private transaction.
  • Representation of a medical device company since its IPO, including PIPE transactions, a debt conversion, other equity financings, a senior secured debt issuance and follow-on offering.
  • Representation of a microbrewery since its IPO in its public disclosures, SEC filings and go-dark transaction.
  • Representation of companies seeking no-action relief from the SEC in connection with various shareholder proposals and obtaining confidential treatment for contractual provisions the disclosure of which would cause competitive harm.
  • Represented a same-day, time-critical transportation and distribution/logistics services company in its preferred stock and secured note financing transactions.
  • Represented an airline company in its debt restructuring and share repurchase transaction.
  • Represented an airline holding company in its dissolution, plan of liquidation and distributions to shareholders.
  • Served as Principal American Liaison to a Canadian real estate investment trust focused on the ownership and operation of industrial properties in the U.S.