Bradley’s Securities Regulation and Corporate Governance team advises management, boards of directors, and board committees of both public and private companies in dealing with the complexities of securities laws and corporate governance. Our attorneys maintain a position at the forefront of the latest developments in federal and state securities regulation, capital transactions, board governance, and shareholder engagement, and we apply our knowledge across a wide range of companies from a number of industries.
We work closely with in-house counsel, boards of directors, and senior management to ensure informed decision-making and compliance with applicable law, and we further ensure that our clients are aware of best practices and trends in corporate governance. From planning for an IPO to fulfilling fiduciary duties of directors in a change-in-control transaction, our attorneys are experienced at addressing the essential matters during high-stakes and crisis situations.
Ongoing participation in the preparation and review of Exchange Act reports, proxy statements, and other filings with the Securities and Exchange Commission (SEC) is key to the legal services that we provide. Working side-by-side with our public company clients allows us to provide comprehensive compliance and disclosure advice tailored specifically to their needs in an efficient and effective manner.
Some of the areas in which our attorneys advise include:
- Drafting and reviewing Securities Act registration statements
- Reviewing drafts of quarterly earnings releases and investor presentations
- Preparing and reviewing periodic (Form 10-K and Form 10-Q) and current (Form 8-K) reports for filing with the SEC
- Coordinating the preparation of proxy solicitation materials for annual and special meetings, including proxy statements, and assisting with proxy advisory firm issues
- Considering takeover defenses and responding to shareholder proposals and other forms of investor activism
- Advising on questions related to sensitive disclosure issues and compliance with Regulation FD
- Maintaining compliance with NYSE and Nasdaq listing requirements
- Advising on the structure of executive pay and equity compensation plans and programs
- Preparing insider trading policies, corporate governance guidelines, codes of ethics, and other internal compliance policies and programs
- Addressing affiliate ownership issues, including restricted securities transactions and compliance with the SEC’s beneficial ownership and short-swing trading rules and related reporting requirements (Schedule 13D/G and Forms 3, 4, and 5)
- Working with the SEC staff in connection with responses to comment letters and requests for no action or exemptive relief
- Conducting internal investigations
- Implementing regulatory developments, such as rulemaking under the Dodd-Frank Act and the JOBS Act
