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OVERVIEW

Perkins Coie’s Corporate & Securities attorneys advise companies, board of directors and executives on a variety of securities and transactional matters, including SEC disclosure issues, corporate governance and all aspects of public and private equity and debt finance and mergers and acquisitions.

 Our team of more than 75 attorneys combines the sophisticated experience necessary to address the complex regulatory regime and investor scrutiny environment with the accessible, efficient and cost-effective counsel and required in today’s market and economy.

Corporate & Securities COVID-19 Resources

 

Video Series: Public Companies Q&A During COVID-19
Narrated by: Jason Day, Partner, Perkins Coie and Allison Handy, Partner, Perkins Coie

Access The Public Company Handbook


Updates

Areas of Focus:

Capital Markets

Our Capital Markets attorneys advise leading publicly traded companies and global investment banks on the full range of complex capital markets transactions. We have experience with various forms of equity and debt securities offerings, including IPOs, underwritten public offerings, PIPE transactions, Rule 144A private placements, debt and equity securities repurchases and tender offers. We assist our clients in structuring and executing securities offerings involving common and preferred stock, high-yield and investment grade debt securities, convertible securities, and derivatives and equity-linked securities. See our IPO Handbook and IPO Resources for helpful insights on planning an IPO.  MORE

SEC Compliance

Our attorneys advise public companies at all stages, from the newly public to the Fortune 500, on all manner of SEC compliance and disclosure requirements. Our representation goes beyond guidance on compliance with SEC rules—we provide highly customized and pragmatic advice based on the broad perspective and deep experience gained by representing many public companies.

We are able to leverage our collective experience to provide efficient and high-value advice on a range of issues, including sensitive Regulation FD issues, SEC rules changes, technical disclosure questions, environmental, social and governance (ESG) and other disclosure trends, use of non-GAAP measures, MD&A and CD&A improvements and SEC comment letter trends. Our attorneys have guided clients through it all and can provide proactive and practical advice.

Corporate Governance

Our Corporate Governance attorneys provide practical advice, sound judgment and broad perspective to boards and senior management. We regularly offer guidance on the latest corporate governance trends and best practices, including those related to stockholder engagement, stockholder activism, proxy advisory firm standards, board oversight of risk management and cybersecurity, executive compensation, NYSE and Nasdaq governance standards, board and committee charters, corporate policies and SEC disclosure obligations.

We also frequently guide boards and special committees through complex situations of strategic significance, advising on fiduciary duty obligations, internal investigations, engagement with activist stockholders, conflicts of interest, crisis management, whistleblower claims, proxy contests and the evaluation of strategic alternatives, including acquisition proposals.

Mergers & Acquisitions

Our transactional attorneys have significant experience in mergers and acquisitions, specifically those involving strategic and public company buyers and sellers. We also serve as a special outside advisor to the board of directors as the board carefully contemplates its most significant decisions.

A strategic acquirer also benefits from our deep bench of attorneys in functional practices, such as intellectual property and privacy and security, that allow us to offer more broad and complete advice based on our understanding of the long-term impact of M&A decisions. In addition, we routinely handle business carve-outs and asset sales for public and private company clients.  MORE

Employee Benefits and Executive Compensation

Perkins Coie attorneys have extensive experience working with all types of employee benefits and executive compensation arrangements, including the following:

  • Equity plans, such as annual and long-term incentive plans, stock option, restricted stock/restricted stock unit, performance share and broad-based equity plans
  • Executive compensation plans, including deferred compensation, supplemental retirement, severance and change-in-control plans
  • Retirement plans, such as 401(k), defined-benefit and ESOP plans
  • Health and welfare plans, including COBRA and HIPAA compliance
  • Other fringe benefits, such as (cafeteria and educational assistance plans
  • Funding vehicles, including trusts and VEBAs

We are well-versed in SEC executive compensation disclosure requirements and advise public companies on their annual proxy statements and registration statements on Form S-8.  MORE

Corporate Finance

We represent market leaders in a wide range of private debt and equity financings, from capital markets to venture capital. Our goal is to provide clients with efficient and focused management of corporate financings related to any number of capital needs, such as financing specific transactions, acquisitions, growth, liquidity, and dividend and other recapitalizations.  MORE

Family-Owned Businesses/Private Companies

Perkins Coie has a long-standing tradition of representing family-owned businesses and other private companies. We represent local, regional and national family-owned businesses, from smaller but growing organizations to those with international platforms and revenues surpassing $1 billion. Our attorneys assist these businesses in developing governance structures that support growth, business stability and smooth successions. Our family business clients are active in a variety of industries, including food and beverage, manufacturing, consumer products, real estate and timber.

We help business owners, often in conjunction with our Trusts & Estate Planning Group, develop roadmaps for significant future events, such as a sale of the company to a third-party buyer or an existing ownership or employee group, receipt of outside investments, or the transition of the business to the next generation. Our attorneys focus on the success of the business and the success of the family in our counsel, which is customized to each owner’s and company’s specific structure and challenges.  MORE

Stockholder Activism

Stockholder activism is an established reality for public companies of all sizes across virtually all industries—whether in the form of stockholder proposals for governance reforms, ESG, other disclosure demands, requests for board refreshment or representation, strategic demands or a hostile takeover, our team has significant experience counseling boards and management.

We proactively advise on governance and disclosure best practices, anti-takeover defenses and stockholder outreach so our clients are in the best position to deter or respond to activists. We also regularly counsel our clients on evaluating, responding to and defending against activists from the initial contact through public or private resolution or even a proxy contest.

Experience

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PUBLICATIONS & PRESENTATIONS

Our Public Company Handbook, now in an easily accessible digital format, provides a clear and practical guide for directors, officers, and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies. Navigate the Handbook