Reed Smith understands the challenges faced by boards of directors, board committees, directors, officers, and key shareholders. With the advent of the Sarbanes-Oxley Act and the ever-present risk of liability, complying with evolving Securities and Exchange Commission rules and other regulatory standards requires proper planning and balancing of legal and practical considerations. Our attorneys have the experience and insight to advise corporations and related persons on governance and securities interpretive, disclosure, and accounting issues:
- 1934 Act periodic and current reports preparation and reviews including evaluation of controls and procedures
- Proxy statements related to annual and special meetings including shareholder proposals and e-proxy
- Regulation FD guidance and assessment of public disclosure of material information
- Listing and corporate governance requirements under stock exchange standards
- Non-GAAP financial measures and earnings reports under Regulation G
- Audit committee oversight and internal complaint investigations
- Executive compensation programs including stock option plans, restricted stock awards, and other equity-based compensation programs, and Rule 10b5-1 plans
- Section 16 reports by directors, officers, and other insiders
- Resale transactions under Rule 144 by directors, executive officers, and affiliates
- Related person transactions, special committees, and director fiduciary duties including the duty of loyalty, the duty of care and the business judgment rule
- Indemnification considerations and D&O insurance
We regularly work with chief executive officers, chief financial officers, and general counsels to implement best-practice compliance programs and promptly respond to emerging compliance concerns. Reed Smith’s multi-disciplinary and multi-national practice enables us to properly analyze and develop solutions sensitive to tax and other regulatory concerns under US and international laws. Our attorneys have extensive experience working with public companies listed on NYSE, NASDAQ, AMEX, TSX, LSE, and AIM. In addition, a Reed Smith attorney is a former Legal Branch Chief of the SEC’s Division of Corporation Finance and a member of its Office of Mergers and Acquisitions and is well-positioned to advise management and committees on applicable SEC rules, practices, and positions.