Lawyers in Bingham’s Corporate Area provide advice to a wide range of clients, including private companies as they prepare for and navigate through the initial public offering process and Fortune 500 corporations dealing with issues of corporate governance, financial transparency, accountability and public reporting.
Bingham lawyers assist companies with the entire initial public offering process. We begin by advising companies on the pre-IPO planning process, including identifying and selecting underwriters. We assist in preparing SEC disclosure documents, including the registration statement and prospectus, and in navigating the SEC review process. Our lawyers advise on the stock exchange listing process and help companies put appropriate corporate governance structure and procedures into place. We also regularly advise companies going public on appropriate board empowerment devices as well as their advantages and disadvantages. Once the company is public, we assist in compliance with SEC reporting requirements, including Forms 8-K, 10-Q and 10-K, and with other securities filings relating to equity compensation plans, secondary offerings, proxy statements and insider trading reporting.
Public Company Representation
As government enforcement and public scrutiny continue to intensify in the post-Sarbanes-Oxley and Dodd-Frank environment, public companies face increasingly complex compliance and reporting requirements. Bingham has a long track record in the representation of public companies and a proven ability to help our clients anticipate issues before they become costly, complex problems. We advise senior business leaders on the day-to-day and long-term implications of federal and state securities laws, disclosure requirements and other developing regulations.
We regularly counsel clients on their compliance and reporting obligations under the 1933 and 1934 Acts and stock exchange requirements. We also routinely review and comment on SEC filings, including proxy statements, 10-Ks, 10-Qs and 8-Ks, and advise our clients on Rule 144, Section 16, Section 13 and similar issues. We provide timely and consistent advice to investor relations personnel, reviewing materials for possible Regulation FD and Regulation G implications and other securities law concerns. We assist in the preparation of sensitive press releases, and counsel organizations on shareholder proxy contests and in dealings with proxy advisory firms, including Institutional Shareholder Services.
In structuring financial transactions to raise capital, we are accustomed to collaborating with investment bankers, accountants and other advisers to achieve the best results for our clients.
Corporate governance has become a strategic and operational focus for all types of businesses, from emerging organizations developing corporate strategies to large public companies managing complex regulatory requirements and shareholder issues. Bingham provides a cross-practice range of services to help companies carefully interpret and respond to both internal and external requirements and concerns in routine or crisis situations.
In providing general corporate counseling, Bingham lawyers regularly advise emerging middle-market and Fortune 500 companies regarding corporate governance issues, ranging from the establishment of proper board and management procedures to proxy contests. Compliance with the details of major legislations affecting public companies, such as the Dodd-Frank Act and related SEC, NYSE and NASDAQ regulations, is also a major focus of our practice. Clients seek our advice in drafting and reviewing board committee charters and minutes, preparing and amending articles and bylaws, drafting proxy solicitation materials, guiding special committees and transactions in which a director or affiliate may have an interest, and providing special representation to board committees. We counsel on various means to eliminate or reduce director liability, including indemnification agreements and directors and officers liability insurance, and offer seminars that address the prime areas where directors may face liability.
Due to the increasing presence of hostile merger proposals, we are called upon to advise or assist in the adoption of appropriate mechanisms for our clients. We have guided them through the complexities of implementing shareholder rights plans, commonly known as “poison pills,” and assisted boards of directors in implementing protections in their articles and bylaws, such as advance notice provisions.
In the current business climate, when corporate officers, independent directors or shareholders may require special outside counsel for the first time, Bingham can assemble a team providing a breadth of coverage focused on the efficient, successful resolution of any issues.
A Broad Experience Base
Dealing With the SEC
Bingham lawyers have broad experience in SEC disclosure matters. Our significant transactional experience representing underwriters and issuers in a wide variety of capital market transactions, combined with our experience representing registrants in connection with their ongoing reporting obligations, provides us with a long track record relating to disclosure and registration statements, periodic reports, tender offer documents. press releases, investor presentations, and other forms of disclosure. Our corporate and securities lawyers regularly work with our Securities and Financial Institutions Litigation Group and other securities law practitioners to ensure disclosure complies with SEC rules, is accurate and is consistent with evolving market practices.
Lawyers in our Corporate and Litigation Areas regularly deal with the national and regional offices of the SEC, including the Divisions of Corporation Finance, Market Regulation and Enforcement. We frequently appear before the SEC, the Department of Labor, state securities authorities, the NYSE, NASDAQ, FINRA and other securities self-regulatory organizations. Our clients in these matters include public companies, directors and officers, broker-dealers, investment advisers, mutual fund management companies, and individual investors. We are experienced in handling investigations and proceedings involving disclosure, accounting, insider trading, and other issues arising under securities laws and ERISA.