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Gibson, Dunn & Crutcher is consistently recognized as having one of the leading securities regulation and corporate governance practices in the country.  Chambers USA: America's Leading Lawyers for Business ranked our group among the leading securities regulation practices in Washington in both 2007 and 2006.  Our lawyers have extensive SEC and corporate governance experience.  We advise many Fortune 500 and other companies concerning disclosure, accounting and regulatory issues 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 USA: America's Leading Lawyers for Business noted that our securities regulation practice "is respected as being 'on the cutting edge,'" and "wins a place at the top through the sheer number of talented people in the team" in their 2007 and 2006 rankings of our group among the leading securities regulation practices in Washington.
• Corporate Board Member magazine ranked Gibson Dunn among the top ten corporate law firms nationally in its seventh annual survey of general counsels.  In a separate survey, the firm ranked seventh by directors for law firms they would most want representing their companies on national matters.  The rankings are included in the July/August 2007 issue in the magazine’s “America's Best Corporate Lawyers” feature.
• Chambers USA: America's Leading Lawyers for Business named Barry Goldsmith, Brian Lane, John Olson and John Sturc among the leading securities regulation attorneys  in both 2007 and 2006.
• Legal Times named Brian Lane as one of Seven Top D.C. Area Securities and Corporate Governance Attorneys for Internal Investigations in March 2008.
• International Who’s Who of Corporate Governance Lawyers selected John Olson and Amy Goodman in its 2007 edition.
• The Best Lawyers in America named Brian Lane, Ron Mueller, John Olson and John Sturc among the best lawyers in America for Securities Law in 2008 and 2007.
• The 2006 Guide to the World’s Leading Corporate Governance Lawyers. named Dennis Friedman, Amy Goodman and John Olson.
• Washingtonian magazine named John Olson and John Sturc among Washington’s Top Securities Lawyers in 2007.

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, 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 advisor 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 on-going 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, 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 RiskMetrics (formerly “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 SEC reporting and disclosure matters, corporate governance, enforcement and auditing and accounting-related matters.  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, including Special Counsel with the Office of Risk Management and Control, Senior Counsel with the Office of Trading Practices and Special Counsel with the Office of Capital Markets and Financial Responsibility.

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 Committee on Federal Regulation of Securities and its Task Force on Regulation of Insider Trading 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, the second ranking official in that division.   

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

Amy Goodman is Chair of the Committee on Director and Officer Liability of the American Bar Association's Business Law Section, and Chair of the Section's Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee.  Ms. Goodman is also chair-elect of the Board of Directors of The Association of SEC Alumni, Inc., and a member of the NYSE Proxy Voting Group, and the Board of Advisors of the SEC Historical Society.

Susan Grafton is Chair of the Subcommittee on Market Regulation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association.

Jim Moloney is the Vice Chair of the Proxy Statements and Business Combinations Subcommittee of the Federal Regulation of Securities Section of the ABA.

Ron Mueller is 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 Business Law Section's Committee on Corporate Governance from 2000-2005.

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 program chair of PLI's Hedge Fund Enforcement and Regulatory Developments program in November 2007.  He will also chair this program in November 2008.

Amy Goodman is editor of 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.

Susan Grafton will moderate the panel Mutual Regulation of Broker-Dealers and Exchanges: Balancing Investor Protection in a Globally Competitive Environment' at an American Bar Association meeting in New York on August 11, 2008.

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.  Mr. Mueller also chairs the West Legalworks Annual Institute on Proxy Statements and Critical Corporate Disclosures.

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. 

For more information on the Firm's Securities Regulation and Corporate Governance Practice Group, contact our practice group co-chairs by clicking on the link to the right.