Securities Regulation and Corporate Governance

Overview

Gibson Dunn is consistently recognized as having one of the leading Securities Regulation and Corporate Governance practices in the United States.

We regularly represent many Fortune 100 and 500 companies on a variety of disclosure and regulatory issues, corporate governance issues, and shareholder matters. Our lawyers are regularly recognized as the country’s top corporate governance lawyers.

We have a deep bench of senior SEC alumni and well-established relationships with contacts in the SEC, the stock exchanges and the proxy advisory and governance-rating services. We closely follow rapidly evolving regulatory developments and provide real-time communications to both our public company and private company clients in order to enhance their compliance efforts.

Securities 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:

• SEC disclosures (Forms 10-Ks, 10-Qs, 8-Ks, proxy statements, etc.)
• Annual meetings of stockholders
• Regulatory and disclosure issues related to listing exchange standards
• Disclosure and internal controls and other SOX compliance
• Executive compensation
• Insider trading policies and 10b5-1 plans
• Regulation FD and investor relations-related matters
• Non-GAAP and Regulation G issues and other periodic reporting matters
• Shareholder proposals
• Cybersecurity-related procedures and disclosures
• Section 16 issues
• Section 13(d) reporting
• Dodd-Frank Act compliance matters
• Rule 144 issues

Corporate Governance

Gibson Dunn lawyers provide advice on a broad array of corporate governance-related matters, including composition, procedures and responsibilities of boards of directors and their committees, charter and bylaw provisions, analysis of director independence and fiduciary duty issues, D&O indemnification and insurance issues, dealing with institutional shareholders, and the implementation of the requirements of the Dodd-Frank Act.

Our lawyers draw upon extensive experience in corporate governance matters to provide advice that integrates both current best practices and practical judgment to address complex situations that pose regulatory and liability risks. They are active in developing and reviewing governance policies and are practiced in tailoring governance documents and practices to client needs.

We also represent boards and their committees on an ongoing basis. For example, we advise on corporate governance developments, CEO transitions, auditing/accounting matters and investigations, and conduct board evaluations at the direction of board committees. We regularly present to boards on governance and related developments.