Our corporate governance practice is rooted in practical expertise and decades of experience. We counsel public companies with regulatory compliance and disclosure practices under the Securities Exchange Act of 1934 and offerings under the Securities Act of 1933. Our attorneys are experienced in applying and implementing best practices and offer practical advice in addressing complex issues that pose regulatory and compliance risks in securities and corporate governance matters.
- Securities regulation: significant experience with disclosure practices relating to periodic reports and offering documents, including disclosure controls and procedures, internal controls, Regulation FD, Regulation G, Regulation M, Rule 144, Section 13(d) reporting, Section 16 reporting, shareholder proposals, Sarbanes-Oxley compliance, Dodd-Frank compliance, insider trading, and responding to SEC comment letters; counseled clients on billions of dollars of securities offerings, including equity and debt offerings
- Corporate governance: significant experience advising on corporate governance matters, including board governing documents, board composition, responsibilities of the board, related party and independence matters, fiduciary duties, senior management changes, and D&O indemnification
- Accounting and auditing expertise: experience advising on SEC and Public Company Accounting Oversight Board (PCAOB) accounting and auditing matters, financial statement materiality and restatement issues, internal control issues, auditor engagement and independence matters, and accounting-related disclosure practices; conducting thorough internal investigations relating to securities and accounting disclosure practices
- Board governing documents: drafting board charters, articles and by-laws; committee governing documents
- Board composition: selecting board members; separation of board members
- Board responsibilities: onboarding and training board members
- Independence, related-party and fiduciary obligation matters: navigating conflict-of-interest issues and related-party transactions; understanding fiduciary responsibilities; recusal from board deliberations to maintain independence
- Senior management changes: hiring and separation of senior management personnel
- D&O indemnification: drafting D&O agreements; assisting directors and officers in understanding coverage limitations
- Insurance matters: negotiating D&O insurance policies and exclusions; negotiating E&O insurance policies and exclusions
- Materiality and restatement issues: materiality determination; accounting issues; restatement issues; working with auditors and other service providers
- Internal control issues: implementing a robust internal control environment
- Auditor engagement and independence: drafting and negotiating engagement letters; assessing independence issues
- Disclosure practices: drafting disclosure controls and procedures; disclosure committee governance issues, including charter, membership determination, etc.
- SEC comment letter process: assisting public companies in navigating the SEC comment letter and correspondence process
- Internal investigations: advising corporations and individuals with internal investigations; ensuring successful navigation of the investigation process while avoiding legal and business pitfalls
- Ethics and compliance: counseling corporations and individuals in taking preventive measures to avoid costly litigation, administrative penalties and reputational risk; helping build a workplace of high ethical standards and a culture of compliance
Some of Kegler Brown’s most notable corporate governance experience includes:
- representing a leading technology company specializing in content management solutions
- counseling a Fortune 20 company specializing in the distribution of pharmaceuticals and medical products in all aspects of securities and corporate governance matters, including disclosure practices, securities offerings, and accounting fraud and restatement issues
- representing a global company that offers system solutions to the commercial vehicle market
- counseling a company focused on providing energy technology to electric utilities and their industrial, commercial, institutional and municipal customers
For more information on our corporate governance services, please contact Paul Hess.