Companies today face challenging terrain, given increased regulation worldwide, heightened disclosure requirements and more rigorous enforcement practices. Akin Gump Strauss Hauer & Feld LLP advises public and private companies, boards of directors, committees and senior management on corporate governance best practices to proactively manage risk, seize upon opportunities and maintain productive shareholder relations. We work seamlessly with our policy and regulation practice to help companies address the full scope of their business and industry considerations.
Our deep bench of securities and corporate governance practitioners, including lawyers who formerly held positions at the U.S. Securities and Exchange Commission (SEC) and other global regulatory agencies, routinely partner with clients to develop forward-thinking governance programs. We act as outside general counsel to publicly traded companies and provide ongoing counsel in connection with disclosure requirements and SEC filings, public offerings and capital markets activities, fiduciary duties and the shareholder relations policies. We also help clients comply with Sarbanes-Oxley, Dodd-Frank, the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.
We have substantial experience advising public companies and their constituents in the transactional context. We provide advice on high-profile public company transactions and have a strong reputation in the representation of companies, boards and special committees as they consider significant transactions. We frequently advise special committees charged with maximizing shareholder value in connection with an M&A transaction.
Our team also represents public companies and their directors on devising governance programs designed to facilitate collaborative relationships with shareholders and for takeover preparedness. With decades of experience representing both the world’s leading investment funds and public corporations, Akin Gump brings a 360-degree view to shareholder activism campaigns. Our clients benefit from our diverse experience, which enables us to “see around corners” by understanding our counterparty’s strategy and anticipating its tactics. Our approach is based on this experience.
Akin Gump is often consulted by corporations and individuals in connection with inquiries and investigations by NASD and NYSE (now part of FINRA), SEC, Nasdaq and Congress, as well as with discreet internal investigations.
Our corporate governance and public company representation team advises clients in connection with—
- corporate governance, including compliance and ethics programs
- audit, compensation and nominating committee practices
- reporting and disclosure obligations
- board of directors matters
- independent director representations
- special committee representations in connection with interested party, strategic and change of control transactions
- public offerings and corporate finance activities, including IPOs
- mergers, acquisitions and dispositions
- shareholder proposals, demands and other activism
- director fiduciary duties
- executive compensation (including “say-on-pay” and “say-when-on-pay”)
- internal investigations
- governmental inquiries and investigations
- crisis management
- compliance under Sarbanes-Oxley and Dodd-Frank
- compliance with Foreign Corrupt Practices Act (FCPA) and UK Anti-Bribery Act
- charter and bylaw amendments
- securities enforcement and litigation
- cybersecurity policies, preparedness and breach response plans
- board composition
- poison pills
- shareholder communications, including via social media.