Public companies frequently encounter evolving corporate governance standards and in recent years have experienced a dramatic growth in the number and breadth of SEC disclosure requirements. These initiatives have included extensive expansions in executive compensation disclosures and significant changes in market listing rules that impact the companies’ corporate governance obligations. At the same time, the United States has seen a resurgence of stockholder activism, a rise in often-frivolous lawsuits, an unprecedented increase in SEC enforcement initiatives, and a host of other legal compliance challenges.
Our attorneys advise public and private companies, management teams, boards of directors and board committees on a full range of matters involving corporate governance, registered and exempt securities offerings, and compliance and disclosure matters under the Securities Act of 1933, Securities Exchange Act of 1934, and the Dodd-Frank Act, as well as the related SEC rules and the listing standards of the New York Stock Exchange, NASDAQ Stock Market and other stock markets. We also frequently counsel clients regarding corporate governance requirements and state-law fiduciary duty issues that arise in connection with proxy regulation, stockholder proposals, and transactional matters.
We offer a well-integrated, multi-disciplinary approach to our services. We generally work in client teams, in which we integrate our corporate finance lawyers with tax, employee benefits, employment, real estate, and litigation specialists, as well as regulatory and industry-specific practitioners so that our team can understand fully our clients' business and operational goals and challenges. These teams meet regularly so that all team members are fully apprised of the clients' objectives and concerns. This allows us to anticipate issues and develop a proactive strategy, tailored to each client's specific situation.
We are particularly focused on providing high quality securities regulation and corporate governance advice and services to public company clients in an efficient and cost-effective manner. Our clients range from small public companies to large Fortune 500 clients, and our experience has varied from relatively straightforward public equity offerings to highly complex recapitalizations using a combination of debt, equity and convertible securities.
Where appropriate, we also structure certain types of engagements using fixed fees and other alternative fee structures. We believe these arrangements allow our clients to obtain first-rate advice at predictable and manageable cost, while also promoting regular and in-depth discussions in order best to anticipate our clients' needs. We find that packaging services in this fashion often helps clients raise questions or concerns before problems arise, and allows us to stay better informed about the client's risks and strategies. An example of this structure is our public-company securities reporting and compliance program, which includes substantially all the reporting and compliance services a public company requires on a regular basis:
- Review of quarterly and annual SEC reports
- Annual reports to stockholders
- Attendance at board and committee meetings
- Preparation of earnings announcements
- Questions regarding Regulation FD compliance and communications with analysts and investors
- Routine corporate governance matters
- Insider trading compliance issues.
DWT currently represents numerous public companies in connection with capital raising, mergers and acquisitions, securities reporting, NASDAQ and NYSE compliance, corporate governance, and related issues, including Ecova Corporation; HomeStreet, Inc.; IdaCorp and Idaho Power Company; Acucela, Inc.; Washington Federal, Inc.; Pope Resources; Red Lion Hotels Corp.; and Northrim Bancorp. We have represented both purchasers and sellers in public company acquisitions, including HomeStreet, Inc., Edison International, Williams Controls, Inc., McCormick & Schmick’s Seafood Restaurants, Inc., Semitool, Inc., and Cascade Bancorp.
We also periodically offer clients and others updates regarding evolving trends in securities and corporate governance matters. A list of these advisory bulletins can be found here, and you may join our email list and receive future updates here. Our corporate finance & securities attorneys are frequent writers and speakers on securities law, governance and related topics, and we would be happy to speak with you about your company’s goals, circumstances and legal needs.