Gibson, Dunn & Crutcher is consistently recognized as having one of the leading securities regulation and corporate governance practices in the nation.  Our securities regulation team was honored to receive the 2011 Chambers USA Award for Excellence. Chambers has also named our group among the leading securities regulation practices in the country for the past several years.  Our corporate governance expertise is also regularly acknowledged by the International Who’s Who of Corporate Governance Lawyers, the Guide to the World’s Leading Corporate Governance Lawyers and Chambers USA.

Our lawyers have extensive SEC and corporate governance experience.  We advise many Fortune 500 and other companies concerning disclosure, accounting and regulatory issues for domestic and foreign regulatory bodies.  We also advise senior management, boards of directors and their audit, compensation, governance and special committees on a wide range of issues relating to board and committee structure and operation, fiduciary duties, and relationships with institutional shareholders.  We also advise non-profit organizations on their governance practices.

Awards and Accolades

Distinctions of our securities regulation and corporate governance practice include:

•  Chambers and Partners named Gibson Dunn the winner of the Chambers USA Award for Excellence 2011 in the category of Securities Regulation (including Advisory and Enforcement). The Excellence Awards are based on the research for the 2011 edition of Chambers USA: America’s Leading Lawyers for Business and reflect a law firm’s preeminence in key practice areas, as well as notable achievements over the past 12 months including outstanding work, impressive strategic growth and excellence in client service.
• Chambers USA: America’s Leading Lawyers for Business 2011 noted the “breadth and depth” of our expertise and our attentiveness to and understanding of regulatory best practice. 
• Corporate Board Member magazine ranked Gibson Dunn fifth in its 2011 annual GC Top 25 Law Firms survey, based on a survey of 128 general counsels asked to name the outside law firms they most admire.  The firm also ranked 11th in the publication's annual list of America’s Best Corporate Law Firms, which lists the top 25 corporate firms based on the votes of 333 directors.  In addition to the national rankings, the firm was named one of the top three law firms for the Los Angeles metro area.
• The Best Lawyers in America named Amy Goodman, Brian Lane, Ron Mueller, John Olson and John Sturc among the best lawyers in America for Securities Law in 2011.
• BTI Consulting Group named Brian Lane and John Olson to its 2011 Client Service All-Stars list for delivering “outstanding legal skills enveloped in a rare combination of practical business knowledge, extraordinary attention to client needs and noteworthy responsiveness.”  
• International Who’s Who of Corporate Governance Lawyers selected Amy Goodman, Brian Lane, John Olson, and Ron Mueller for its 2011 edition.
• Chambers USA: America’s Leading Lawyers for Business named Amy Goodman, Barry Goldsmith, Brian Lane, John Olson and John Sturc among the leading securities regulation attorneys in both 2010 and 2009, and Susan Grafton as a leading lawyer for Financial Services Regulation: Broker-Dealer (Compliance) in 2010.
• Law360 ranked Gibson Dunn 4th among the top 10 largest securities practices in the United States in 2009.
• National Association of Corporate Directors and Directorship Magazine selected John Olson as one of the top 100 corporate governance leaders in the United States in 2009.
• PLC Which Lawyer? 2009 named Barry Goldsmith and Brian Lane among the leading securities regulation attorneys in its current edition.
• The Yale School of Management’s Millstein Center for Corporate Governance & Performance named Beth Ising one of ten “Rising Stars of Corporate Governance” for 2009.
• The 2008 Guide to the World’s Leading Corporate Governance Lawyers named Dennis Friedman, Amy Goodman, Brian Lane and John Olson.
• Legal Times named Brian Lane the Leading Lawyer for Corporate Governance: Internal Investigations in the Washington, D.C. area in 2008.
• Washingtonian magazine named John Olson and John Sturc among Washington’s Top Securities Lawyers  in 2007, 2008, 2009 and 2010.

Our Clients

Our client list includes many of the world’s preeminent corporations, including Abercrombie & Fitch Company, Amazon, American Red Cross, Business Roundtable, Callaway Golf Company, Cardinal Health, Cigna Corporation, The Coca-Cola Company, Del Monte Foods, Dow Chemical Company, Eastman Kodak Company, General Electric Company, Financial Services Roundtable, Fluor, Horace Mann Educators Corporation, Hewlett Packard, Intel Corporation, Intuit Inc., Janus Capital Group, Kraft Foods, Marriott International, Inc., Moody’s Investors Service, Inc., Pitney Bowes Inc., Raytheon, Textron Inc., Towers Watson, Union Pacific Corporation, Wells Fargo and Wolverine World Wide, Inc. and several of the leading public accounting firms.

Our Capabilities

Securities regulation and corporate governance can have a significant effect on a company’s business operations, and the costs of compliance and enforcement proceedings can be staggering.  To minimize these costs, to provide a clear picture of your company to investors and analysts and to enhance the communication and interaction between corporate management and the board, successfully navigating securities regulation and corporate governance is critical in today’s business environment.

Our Securities Regulation and Corporate Governance Practice meets this need as it provides integrated, comprehensive advice to U.S. public companies, financial institutions and U.S.-listed foreign private issuers on the full range of complex securities and corporate governance matters, including: 

• SEC Regulation.  We counsel clients on a variety of disclosure and regulatory issues before the SEC.  We have extensive experience with the disclosure process, both in periodic reports and offering documents, and our lawyers work closely with clients in preparing their SEC reports and registration statements.  Our lawyers provide ongoing advice concerning the spectrum of disclosure and regulatory issues, including disclosure and internal controls, executive compensation, insider trading policies, Regulation FD and Regulation G issues, Regulation M-A issues, Regulation M and Regulation SHO compliance, Rule 144 issues, Section 13(d) reporting, Section 16 issues, shareholder proposals, and Sarbanes-Oxley compliance matters.  Our SEC experience also includes counseling clients on broker-dealer and investment adviser issues.  In addition, our lawyers advise clients with respect to regulatory and disclosure issues related to the NYSE and NASDAQ listing standards. 
• Corporate Governance.  We advise clients on an array of corporate governance-related matters, including composition, procedures and responsibilities of boards and committees, analysis of director independence issues, fiduciary duty issues, and D&O indemnification and insurance issues.  We draw on our extensive experience in corporate governance matters to provide advice that integrates both current best practices and practical judgments to address complex situations that pose regulatory and liability risks.  Our lawyers are active in developing and reviewing governance policies, and have developed expertise in preparing and tailoring the key governance documents responsive to the needs of our clients.
• Accounting and Auditing Matters.  We advise public company and audit firm clients on SEC and PCAOB accounting and auditing matters, including financial statement materiality and restatement issues, internal control issues, auditor independence, and other accounting-related disclosure issues.  We also provide frequent counsel to clients on matters involving the auditor-public company relationship.  In addition, we advise clients on matters involving accounting irregularities, including conducting internal investigations of these matters for management, audit committees, or other Board committees. 
• Securities Industry Regulation and Compliance.  We advise broker-dealers, securities exchanges, and hedge funds and other investment managers on regulatory and compliance issues under the rules and regulations of the SEC, FINRA, NYSE and other domestic and foreign regulatory organizations.  We work with our clients to assist them on diverse market issues such as broker-dealer registration, the development and registration of alternative trading systems, supervisory and compliance policies and procedures, conflicts of interest and insider trading policies, and a variety of sales, trading, and operational issues.  We also assist hedge funds and investment advisers with respect to registration, drafting Codes of Ethics and other policies, and trading and other compliance issues. 

Our Approach

Our highest priority is to develop an active and ongoing counseling relationship with our clients.  We strive to work together with the various individuals and groups within an organization to form a critical understanding of a client’s business and structure that will enable us to provide exceptional service that is tailored to the client’s needs. 

Our practice group encourages the sharing of experience and expertise among the members of the practice group and facilitates the efficient delivery of high-caliber advice to our clients.  Many issues that relate to securities regulation and corporate governance require expertise from different firm practice groups, and we take an interdisciplinary approach in working with these groups to meet our clients’ needs.

In addition, our lawyers in the Securities Regulation and Corporate Governance Practice interact on a regular basis with contacts throughout the SEC’s Division of Corporation Finance and the Chief Accountant’s Office to resolve disclosure and accounting issues.  We routinely discuss a wide range of issues with various offices of the SEC’s Division of Trading and Markets and the major SROs.  Gibson Dunn lawyers also deal with the SEC’s Division of Enforcement and FINRA’s Enforcement Department in connection with investigations and enforcement proceedings of all types, including accounting, disclosure, and market conduct issues.  In these matters, our lawyers with past senior positions at the SEC’s Division of Enforcement, FINRA and the U.S. Attorneys’ offices often play a key role.  Our lawyers have well-established relationships with contacts at the PCAOB, FINRA, NYSE and NASDAQ on a broad range of issues, and with Institutional Shareholder Services (“ISS”) and other proxy advisory and governance-rating services.  We closely follow rapidly evolving regulatory developments at the SEC, PCAOB, FINRA, NYSE and NASDAQ and provide real-time communications to our clients in order to enhance their compliance efforts.

Our Team

The lawyers of Gibson, Dunn & Crutcher’s Securities Regulation and Corporate Governance Practice Group have nationally respected expertise in matters involving SEC reporting and disclosure, corporate governance, enforcement and auditing and accounting.  The group includes many lawyers with high-level SEC experience:

• Barry Goldsmith served as Chief Litigation Counsel at the Securities and Exchange Commission where he was responsible for all enforcement litigation brought by the agency.  Mr. Goldsmith also served as the Executive Vice President for Enforcement of NASD, the primary private-sector regulator of the country’s securities industry.
• Amy Goodman served as Associate Director of the Division of Corporation Finance and in the Division of Investment Management at the SEC.  Ms. Goodman advises clients with respect to corporate governance and securities law disclosure and regulatory issues.
• Susan Grafton served with the SEC in various capacities in the Division of Trading and Markets (formerly the Division of Market Regulation).  Among other things, Ms. Grafton was co-author of Regulation M.  She specializes in representing broker-dealers and investment advisers on regulatory and compliance issues.
• Brian Lane served as Director of the Division of Corporation Finance at the SEC.  Mr. Lane also served in the Division of Market Regulation.  Mr. Lane joined Gibson Dunn in 2000 after 16 years at the SEC.
• David Lee served as Counsel to SEC Commissioner Roel C. Campos and as Special Counsel in the SEC’s Office of Chief Counsel, Division of Corporation Finance.  His practice includes advising public and private companies on matters relating to securities regulation, corporate transactions and corporate governance. 
• Jim Moloney served as Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance at the SEC. 
• Ron Mueller served as Counsel to SEC Commissioner Edward H. Fleischman.  Mr. Mueller specializes in proxy, disclosure, corporate governance, and executive compensation.
• John Olson chaired the American Bar Association’s Committees on Federal Regulation of Securities and Corporate Governance, its Task Force on Regulation of Insider Trading, and served for many years on the ABA’s Committee on Corporate Laws, and served on the legal advisory groups for both the New York Stock Exchange and the National Association of Securities Dealers.
• John Sturc served as Associate Director of the Division of Enforcement at the SEC, and previously as Deputy Chief Litigation Counsel and as an Assistant United States Attorney.

Our lawyers are also leaders on stock exchange, ABA and other committees:

• Amy Goodman is the former Chair of the Committee on Director and Officer Liability of the American Bar Association’s Business Law Section, and the former Chair of the Section’s Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee.  Ms. Goodman is also President of The Association of SEC Alumni, Inc., and a member of the Board of Advisors of the SEC Historical Society.  She is a former member of the NYSE Proxy Working Group.
• Susan Grafton is the former Chair of the Subcommittee on Trading and Markets of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association.
• David Lee is Vice Chair of the American Bar Association’s Corporate Director Diversity Committee and Co-Chair of the Capital Market Trends Subcommittee of the Business Financing Committee, Section of the Business Law, American Bar Association.
• Jim Moloney is the Chair of the Proxy Statements and Business Combinations Subcommittee of the Federal Regulation of Securities, Section of Business Law, American Bar Association.  He also serves on the board of The Center for Corporate Reporting and Governance at California State University Fullerton.
• Ron Mueller is the former Chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association.
• John Olson served as Chairman of the ABA’s Business Law Section Committees on Federal Regulation of Securities and Corporate Governance and its Task Force on Regulation of Insider Trading.
• Mike Scanlon is the Vice Chair of the Law and Accounting Committee, Section of Business Law, American Bar Association.  He also serves as the Chair of the Law and Accounting Committee for the D.C. Bar.

Our attorneys are frequently invited to speak and author articles on securities regulation and corporate governance.  Recent notable articles and speaking engagements include:

• Barry Goldsmith served as the Co-Chair and speaker at the ACI’s Securities Regulation & Enforcement Conference in New York in March 2010.  He also served as program chair of PLI’s Hedge Fund Enforcement and Regulatory Developments program in November 2009.  He has chaired this program since 2007.
• Amy Goodman is Chair of the Practising Law Institute’s 2010 conference and national webcast on compensation committees and is editor of Insights and A Practical Guide to SEC Proxy and Compensation Rules, published by Wolters Kluwer and co-editor of Corporate Governance: Law and Practice, published by LexisNexis.  In January 2011, Ms. Goodman served as co-panelist along with Joe Warin and Kelly Austin for Gibson Dunn’s 7^th Annual Challenges in Compliance and Corporate Governance.  She was also a panelist discussing “Disclosure Requirements: Key Changes and Best Practices,” at the Practising Law Institute’s 42^nd Annual Securities Regulation Conference in November 2010.
• Beth Ising is a contributing author to A Practical Guide to SEC Proxy and Compensation Rules, co-authored an article “Top 11 Legal and Regulatory Tips for Boards of Directors in 2011” published by Boardmember.com, was a panelist at TheCorporateCounsel.net’s September 2010 Conference “Tackling Your 2011 Compensation Disclosures: The 5th Annual Proxy Disclosure Conference,” presented at the Society of Corporate Secretaries and Governance Professionals’ January 2011 program “Essentials – The Basics of Corporate Governance and Beyond” and is a frequent speaker at events sponsored by the Society, the Practising Law Institute, and similar organizations.
• Susan Grafton will again chair PLI’s Hedge Fund Registration and Compliance program in March 2011.  She will co-chair the ACI’s National Forum on the Regulation and Enforcement of Broker-Dealers and Investment Advisers Conference, also in March 2011.  In 2010, Ms. Grafton moderated panels on “Recent Regulatory Developments Affecting Hedge Funds - Compliance Considerations” and “Financial Regulatory Reform:  What it Means for Hedge Funds” at PLI’s Hedge Fund Enforcement and Regulatory Developments program, moderated a panel on the “Impact of Dodd-Frank: Lessons Learned and the Road Ahead” at Complinet’s 2010 Compliance Summit, and spoke on “Preparing for New and Anticipated Legislation and Regulation,” at the ACI’s Regulation and Enforcement of Hedge Funds & Investment Advisers Conference in June 2010.  Ms. Grafton’s recent publications include the chapter on “Ensuring Compliance Within the Firm” for PE Media’s The US Private Equity Fund Compliance Guide (Oct. 2010), and “The Impact of the Dodd-Frank Act on the Securities Industry,” informer (Autumn 2010), published by Thomson Reuters.
• Brian Lane served as a panelist at AICPA’s National Conference on Current SEC and PCAOB Developments and spoke on the MS&A panel.  He has spoken at the 2009 Fall Meeting of the New York chapter of the Society of Corporate Secretaries and Governance Professionals and spoke on “The 2009 Proxy Season & Expectations for 2010” on October 1, 2009.
• Ron Mueller is a contributing author to A Practical Guide to Section 16, Wolters Kluwer; A Practical Guide to SEC Proxy and Compensation Rules, Wolters Kluwer; Securities in the Electronic Age, Glasser LegalWorks; and Federal Securities Exchange Act of 1934, Insider Reporting and Short-Swing Trading, Matthew Bender.  He is a frequent speaker and author on disclosure and governance matters.
• John Olson chaired the task force of the ABA Committee on Corporate Laws which prepared the third and fourth editions of the widely read, and frequently cited, Corporate Director’s Guidebook.  Mr. Olson is also the co-author of Director and Officer Liability: Indemnification and Insurance, published by West Publishing (revised 2002) and has edited several other books on legal issues and contributed chapters to books edited by others.  Mr. Olson is an advisor to and regular speaker at a number of annual conferences including Practising Law Institute’s Securities Regulation Institute in New York, Northwestern Law School’s San Diego Securities Regulation Institute, the Florida Director’s Institute, Rocky Mountain Securities Conference.  He Co-Chairs PLI’s annual Audit Committee Workshop.
• Ron Mueller, Amy Goodman and Beth Ising were speakers for the Gibson Dunn-hosted webcast “Shareholder Proposals: What to Expect in 2011” in October 2010, a complimentary webcast for Gibson Dunn clients.
• John Olson, David Hernand and Beth Ising were contributing authors for the second edition of the American Bar Association’s Handbook for the Conduct of Shareholders’ Meetings, which was published in April 2010.