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Corporate Governance & Securities

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OVERVIEW

Perkins Coie’s nationwide Corporate Governance & Securities team counsels public companies on a variety of reporting and disclosure obligations, as well as on all major aspects of public and private equity and debt finance.

We combine the sophisticated experience necessary to address today’s complex environment of regulatory and investor scrutiny with accessible, efficient and cost-effective counsel needed in today’s economy. Our team has extensive experience counseling clients on a variety of critical corporate governance issues, including fiduciary duties, shareholder activism, disclosure and regulatory requirements and corporate governance best practices.

Many of our public company clients also rely on us for guidance related to SEC compliance and disclosure and capital markets transactions. Working with the full spectrum of investors, lenders, underwriters and financial advisors, as well as the SEC, we pragmatically guide our clients through the maze of rules and regulations applicable to their business activities, while helping them maintain compliance with the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules of the New York Stock Exchange, NASDAQ Stock Market and other stock exchanges.

Perkins Coie also represents public company clients in virtually all forms of equity and debt financing, from IPOs and underwritten offerings to PIPE transactions and Rule 144A private placements.

Corporate Governance

Our lawyers provide advice to the boards of public companies and senior management in connection with the Dodd-Frank Act, corporate ethics, whistleblower programs and other critical governance matters.  We regularly offer guidance on ongoing matters related to board composition and director independence, the roles and responsibilities of board committees, board compensation, board self-evaluations and the fiduciary duties of the board.  

We also guide clients through complex situations of strategic significance, such as internal investigations, engagement with activist shareholders, proxy contests and the evaluation of strategic alternatives, including acquisition proposals.  In addition, our nationally recognized employee benefits and executive compensation team routinely advises on equity plan design and preparation, executive employment, severance and change-in-control agreements, proxy statement and Form 8-K compensation disclosures, and Form S-8 registration statements. 

Securities and SEC Compliance

Our capital markets lawyers have substantial experience representing both issuers and underwriters in virtually all major aspects of public and private debt and equity finance, including:

  • Initial public offerings
  • Follow-on primary and secondary equity offerings
  • High-yield and investment grade debt offerings
  • Registered direct and PIPE offerings
  • Convertible debt and hybrid securities offerings
  • Equity and debt tender offers
  • Continuous equity or “ATM” financing programs
  • Medium-term note programs
  • Rule 144A and Regulation S private placements
  • Corporate recapitalizations
  • Derivative and swaps transactions

Perkins Coie attorneys provide assistance with drafting and reviewing SEC filings, and advise on such issues as SEC disclosure obligations, stock repurchase programs; Rule 10b5-1 trading plans and insider trading and reporting obligations; disclosure obligations under Regulation FD and Regulation G and other corporate communication issues; and compliance with stock exchange requirements. 

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