Corporate Governance

Advising companies and boards on governance, disclosures, and fiduciary duties.

In an environment of complex regulations and investor scrutiny, our clients benefit from sophisticated legal guidance that is responsive and efficient.

We provide practical advice, sound judgment, and broad perspectives to companies, boards of directors, and executives on corporate governance matters. Clients seek our guidance on the latest trends and best practices, including those related to stockholder engagement, proxy advisory firm standards, board oversight of risk management and cybersecurity, executive compensation, New York Stock Exchange and Nasdaq governance standards, board and committee charters, corporate policies, and U.S. Securities and Exchange Commission (SEC) disclosure and Sarbanes-Oxley obligations. Clients also turn to us when responding to whistleblower complaints, government investigations, and stockholder activism. Our advice to clients is informed by our experience resolving complex and novel issues with government agencies, including the U.S. Department of Justice and the SEC.

Our transactional clients know that their strategic and economic objectives will guide our advice. We have the depth to handle multiple deals simultaneously for a client and the breadth to draw on a range of functional specialties, including securities, tax, intellectual property, antitrust, benefits, and labor.

Our comprehensive range of legal services ensures that we can manage complex transactions and strategic planning to help you succeed.

How we help clients

SEC compliance.
Disclosure requirements.
Regulation FD issues.
Non-GAAP measures.
Management’s discussion and analysis.
Shareholder meetings and engagement.
Proxy statements.
Shareholder proposals.
ESG and sustainability advice.

We frequently represent

Public companies.
Boards of directors and executives.
Family-owned businesses / private companies.

Areas of Focus

Capital Markets

Leading public companies and global investment banks seek our representation 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.

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SEC Compliance

Our attorneys advise public companies at all stages, from the newly public to the Fortune 500, on all manner of Securities and Exchange Commission (SEC) compliance and disclosure requirements. Our deep experience and broad perspective enable us to provide highly customized and pragmatic advice. Clients rely on us for proactive, efficient solutions to issues including sensitive Regulation FD disclosures; SEC rules changes; technical disclosure questions; sustainability disclosures and other disclosure trends; use of non-GAAP measures; MD&A and CD&A improvements; and SEC comment letter trends.

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Employee Benefits and Executive Compensation

We advise clients on all types of arrangements, including:

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.

Stockholder Activism

Stockholder activism is an established reality for public companies and can take many forms, including stockholder proposals for governance reforms; environmental, social, and governance and other disclosure demands; requests for board refreshment or representation; strategic demands; or a hostile takeover.

We proactively advise boards and management on governance and disclosure best practices, anti-takeover defense, 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.

Family-Owned Businesses / Private Companies

We serve a range of family-owned and private enterprises from growing local companies to those with international platforms and revenues surpassing $1 billion. They rely on us to help them develop governance structures that support growth, business stability, and smooth successions. Often working in conjunction with our Trusts & Estate Planning Group, we work closely with clients to 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.

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Joe Bailey

Partner

JoeBailey@perkinscoie.com

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Ned A. Prusse

Partner

NPrusse@perkinscoie.com

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Public Chatter

Public Chatter provides practical guidance—and the latest developments—to those grappling with public company securities law and corporate governance issues, through content developed from an in-house perspective.