Securities Regulation and Corporate Governance

LEADERS

Overview

The Securities Regulation and Corporate Governance Practice Group helps the largest U.S. public and private companies, financial institutions and U.S.-listed foreign private issuers navigate a broad range of matters.

Gibson, Dunn & Crutcher’s Securities Regulation and Corporate Governance group has been frequently recognized by top legal publications, including the International Who’s Who of Corporate Governance Lawyers and the Guide to the World’s Leading Corporate Governance Lawyers.  In 2011 and again in 2013, the group received the Chambers USA Award for Excellence, given for notable achievements including outstanding work, impressive strategic growth and excellence in client service.

The Securities Regulation and Corporate Governance group advises clients on diverse market issues including:

  • Investment adviser and broker-dealer registration and exemptions
  • Supervisory and compliance policies and procedures
  • Conflicts of interest and insider-trading policies
  • Sales, trading and operational issues

We represent clients before the SEC on a number of matters including:

  • The preparation of SEC reports and registration statements and related policies
  • Periodic reports and securities offering documents
  • Internal policies relating to matters such as insider trading, selective disclosure and related-party transactions
  • Periodic and current reports under the Exchange Act
    Earnings releases
  • Beneficial ownership and Section 16 reporting
    Compliance matters
  • Conflict minerals diligence and disclosures
    Dealings in Iran under Section 13(r)
  • “Say-on-Pay” and “Say-on-Frequency” proposals
  • Other executive compensation matters, including approaches designed to maximize support from proxy advisory firms including Institutional Shareholder Services and Glass Lewis

We advise boards of directors and their committees and management at public companies and major nonprofit institutions on a vast array of critical matters including:

  • Board effectiveness and benchmarking with respect to governance structures and board processes
  • Director and committee independence
  • Fiduciary duties
  • Executive compensation
  • Directors and officers (D&O) indemnification and insurance
  • Board and board committee investigations

We advise public companies and audit firms on SEC and Public Company Accounting Oversight Board (PCAOB) accounting and auditing matters, including:

  • Financial statement materiality assessments and restatements
  • Other accounting-related disclosure issues
  • Internal control processes and procedures
  • Auditor independence
  • Responses to SEC accounting and disclosure comments and investigations

The group works with clients on a variety of disclosure and regulatory issues arising under the U.S. Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act and Dodd-Frank Act, as well as related SEC rules and regulations, and listing standards of the New York Stock Exchange (NYSE), NASDAQ Stock Market and other stock markets.

We represent clients before the SEC, where many of our lawyers have previously worked.  Our lawyers provide guidance on regulatory and compliance issues under the rules and regulations of the SEC, the Financial Industry Regulatory Authority (FINRA), NYSE and other U.S. and foreign regulatory organizations by working with broker-dealers, securities exchanges, and hedge funds and other investment managers.

Our lawyers provide a full range of services to investment managers, including hedge fund and private equity fund advisers, to help satisfy regulatory obligations.  We counsel on matters involving derivatives and hedging activities.  Our experience and keen understanding of the Commodity Futures Trading Commission (CFTC), the SEC and prudential banking regulators enable us to advise on a wide range of regulatory, compliance and implementation matters relating to derivatives.  We also help clients navigate the challenging tides on Capitol Hill, especially when regulatory channels do not satisfy desired goals.

The Securities Regulation and Corporate Governance group has extensive experience advising on shareholder engagement and annual meeting matters, including disclosures addressing institutional investor concerns, and advises more companies on Rule 14a-8 shareholder proposals than any other law firm.  We assist clients in strategizing responses to proposals, negotiating proposal withdrawals and, if necessary, filing no-action requests with the SEC to exclude such proposals.  In addition, we advise clients, including trade associations, on responding to SEC rule proposals and seeking changes in existing SEC rules and interpretations.

We frequently counsel on matters involving the auditor-public company relationship.  In addition, we work with our clients to address accounting irregularities, including conducting internal investigations for management, audit committees, special litigation and other board committees.

The Securities Regulation and Corporate Governance group integrates current best practices with practical analysis on a company-by-company basis, bringing our judgments to address complex situations that can pose regulatory issues and liability risks.  Our lawyers are active in developing and reviewing governance policies and tailoring key governance documents to each client’s specific needs.

EXPERIENCE & RECENT REPRESENTATIONS

RECENT PUBLICATIONS

Ninth Circuit Enforces Forum Selection Bylaw Against Federal Securities Claim

-May 20, 2022

Webcast: The Role of ESG in Capital Markets

-May 19, 2022

DOJ Antitrust Division Head Promises Litigation to Break Up Director Interlocks

-May 2, 2022

Webcast: Understanding the SEC Rule Proposal on Climate Change Disclosure

-April 21, 2022

Summary of and Considerations Regarding the SEC’s Proposed Rules on Climate Change Disclosure

-April 15, 2022

SEC Proposes Rules to Align SPACs More Closely with IPOs

-April 6, 2022

SEC Proposes Rules on Cybersecurity Disclosure

-March 11, 2022

Webcast: IPO and Public Company Readiness: Strategies and Considerations

-February 24, 2022

SEC Proposes Rule Changes to Shorten the Security Settlement Cycle to T+1 by March 31, 2024

-February 14, 2022

BlackRock, Vanguard and State Street Update Corporate Governance and ESG Policies and Priorities for 2022

-January 25, 2022

Considerations for Preparing Your 2021 Form 10-K

-January 21, 2022

Webcast: Navigating the Minefield of Dodd-Frank’s Whistleblower Provisions (2021 Update)

-January 18, 2022

Webcast: 2022 SEC Disclosure & Proxy Season Outlook

-January 12, 2022

SEC Proposes Rules on Insider Trading, Rule 10b5-1 and Share Repurchases

-December 23, 2021

Webcast: 2021 Capital Markets in Review and 2022 Outlook

-December 14, 2021

ISS and Glass Lewis Issue Voting Policy Updates for 2022

-December 13, 2021

SEC Adopts Rules Mandating Use of Universal Proxy Card

-November 18, 2021

Discussing Human Capital: A Survey of the S&P 500’s Compliance with the New SEC Disclosure Requirement One Year After Adoption

-November 10, 2021

The Pendulum Swings (Far): SEC Staff Issues New Guidance on Shareholder Proposals

-November 5, 2021

ISS Proposes and Opens Comment on Draft 2022 Voting Policy Updates

-November 5, 2021

Gibson Dunn Promotes 27 Lawyers to Partnership

-November 4, 2021

Recent SEC Amendments Bring Changes to Filing Fee Disclosure and Payment Methods

-October 19, 2021

Seventeen Gibson Dunn Partners Recognized in Expert Guides’ Women in Business Law

-October 7, 2021

Now Available: SEC Desktop Calendar for 2022

-September 30, 2021

PCAOB Adopts Final Rule on the Holding Foreign Companies Accountable Act

-September 30, 2021

SEC Announces First Enforcement Action Against Alternative Data Provider for Securities Fraud, Highlighting Regulatory Risks in Growing Industry

-September 20, 2021

SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond

-September 20, 2021

New York Stock Exchange Further Amends Related Party Transaction Approval Rules

-August 24, 2021

SEC Settlement Reflects Increasing SEC Focus on Cyber Disclosures

-August 23, 2021

What Can We Expect from the SEC with COP26 Around the Corner?

-August 23, 2021

Shareholder Proposal Developments During the 2021 Proxy Season

-August 19, 2021

SEC Approves New Nasdaq Board Diversity Rules

-August 12, 2021

ISS Releases Surveys for 2022 Policy Updates

-August 5, 2021

2021 Mid-Year Securities Enforcement Update

-July 20, 2021

SEC Fires Shot Across the Bow of SPACs

-July 14, 2021

Directors Resign After Department of Justice Raises Antitrust Concerns

-June 25, 2021

Back to the Future: SEC Chair Announces Spring 2021 Reg Flex Agenda

-June 21, 2021

German Transparency Register on Beneficial Ownership: New Filing Requirements for German Corporations and Foreign Entities Directly or Indirectly Acquiring German Real Estate

-June 16, 2021

Gibson Dunn Earns 94 Top-Tier Rankings in Chambers USA 2021

-May 20, 2021

Webcast: SPACs: What You Need to Know to Prepare for the Wave of Litigation and Investigations

-May 13, 2021

Seventeen Partners Named Among the 2021 Lawdragon 500 Leading Dealmakers in America

-May 13, 2021

Court Holds That Federal Securities Law Claims Are Subject to Delaware Exclusive Forum Bylaw

-May 3, 2021

Understanding the SEC’s Focus on Environmental, Social, and Governance Investing and Investment Advisers

-April 14, 2021

SEC Staff Issues Cautionary Guidance Related to Business Combinations with SPACs

-April 7, 2021

SEC Chair Lays Out a Climate- and ESG-Oriented Agenda and Calls for Comments on Mandatory Climate-Related Disclosure Rules

-March 16, 2021

SEC Announces Enforcement Task Force Focused on Climate and ESG Issues

-March 5, 2021

Risk, Risk and More Risk: Federal Reserve Finalizes Its Supervisory Guidance on Board of Directors’ Effectiveness

-March 3, 2021

Considerations for Climate Change Disclosures in SEC Reports

-March 1, 2021

Webcast: Challenges in Compliance and Corporate Governance

-February 23, 2021

Considerations for Preparing Your 2020 Form 10-K

-February 3, 2021

Federal Court Issues First Decision Dismissing Pandemic-Related Securities Class Action Lawsuit

-February 1, 2021

Webcast: SEC Disclosure and Proxy Season Outlook for 2021

-January 20, 2021

SEC Brings First Enforcement Action Against a Public Company for Misleading Disclosures About the Financial Impacts of the Pandemic

-December 7, 2020

Nasdaq Proposes New Board Diversity Rules

-December 4, 2020

Proxy Advisory Firm Updates and Action Items for 2021 Annual Meetings

-December 3, 2020

Gibson Dunn Adds Partner Thomas Kim to the Securities Regulation and Corporate Governance Practice in D.C.

-December 1, 2020

Update on German Foreign Investment Control: New EU Cooperation Mechanism & Overview of Recent Changes

-November 11, 2020

Webcast: Navigating the dynamic ESG landscape – key UK considerations for boards and senior management

-November 4, 2020

Gibson Dunn Named Among Top 50 Law Firms in Germany

-November 5, 2020

Leading German Legal Publication JUVE Recommends Frankfurt, Munich and Brussels Offices in its Annual Handbook 2020/2021

-November 5, 2020

Eduardo Gallardo Elected Fellow by American College of Governance Counsel

-October 29, 2020

33 Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

-October 7, 2020

SEC Adopts Amendments To Modernize The SEC’s Shareholder Proposal Rules

-October 1, 2020

COVID 19: German Rules on Possibility to Hold Virtual Shareholders’ Meetings Likely to Be Extended Until End of 2021

-September 24, 2020

A Double-Edged Sword? Examining the Principles-Based Framework of the SEC’s Recent Amendments to Regulation S-K Disclosure Requirements

-August 31, 2020

Shareholder Proposal Developments During the 2020 Proxy Season

-August 4, 2020

Webcast: Public Energy Company Briefing: Considerations for Second Quarter 2020 Reports and Board Meetings

-July 15, 2020

Best Lawyers in Germany 2021 Recognizes 19 Gibson Dunn Attorneys

-June 26, 2020

Additional U.S. Public Company Disclosure Considerations Related to the Impact of COVID-19

-June 25, 2020

Webcast: Securities Laws Issues in Restructuring and Bankruptcy

-June 23, 2020

ESG Legal Update: What Corporate Governance and ESG Professionals Need to Know

-June 23, 2020

Gibson Dunn Adds Securities Regulation and Corporate Governance Of Counsel in D.C.

-June 15, 2020

Key Considerations for Issuers and Auditors Regarding Going-Concern Analysis

-May 27, 2020

Now Available: COVID-19 Resources for Public Companies

-April 23, 2020

Webcast: Public Energy Company Briefing: Considerations for First Quarter 2020 Reports and Board Meetings

-April 22, 2020

COVID-19 Update: Financial Reporting and Auditing Considerations for Corporate Management, Audit Committees, and Audit Firms

-April 13, 2020

Perspectives from One Month into the COVID-19 U.S. Outbreak: Public Company Disclosure Considerations

-April 9, 2020

Gibson Dunn Recognized in Anti-Bribery & Anti-Corruption and Corporate Compliance by China Business Law Journal

-April 8, 2020

Key Governance Action Items in Response to COVID-19

-April 7, 2020

COVID-19: The UK Financial Conduct Authority’s expectations under the Senior Managers and Certification Regime

-April 6, 2020

COVID 19: ESMA Suggests Regulatory Forbearance in Relation to Best Execution Reporting Deadlines

-April 1, 2020

COVID-19: UK Financial Conduct Authority’s Short Selling Notification Thresholds Amended

-April 1, 2020

SEC Enforcement Focus on Fallout from COVID-19: Insights for Public Companies and Investment Advisers During a Crisis

-March 26, 2020

Delaware Supreme Court Unanimously Upholds Federal-Forum Provisions

-March 20, 2020

Coronavirus Disease 2019 Update: Impact under Nasdaq Rules of SEC Relief to Affected Companies

-March 12, 2020

Considerations for Preparing Your 2020 Proxy Statement

-February 4, 2020

Ferdinand Fromholzer Named to Who’s Who Legal Guide for Germany

-January 30, 2020

Webcast: Challenges in Compliance and Corporate Governance

-January 23, 2020

2019 Year-End Securities Enforcement Update

-January 14, 2020

Considerations for Preparing Your 2019 Form 10‑K

-January 13, 2020

2019 Year-End German Law Update

-January 10, 2020

SEC Releases Statement on Key Reminders for Audit Committees

-January 6, 2020

Gibson Dunn Named Among Top 100 Law Firms in Germany

-December 23, 2019

Gibson Dunn Promotes 13 Lawyers to Partnership

-November 20, 2019

UK Regulators Make Further Strides in Responsible Stewardship & Investing

-October 28, 2019

Gibson Dunn Adds Former SEC Corporation Finance Special Counsel in Washington, D.C.

-October 10, 2019

Updates to the Public Company Disclosure Rulebook

-October 4, 2019

Everyone Jump In! All Issuers Will Be Allowed to “Test-the-Waters”

-October 1, 2019

Ronald Mueller and Lori Zyskowski Elected Fellows by American College of Governance Counsel

-September 17, 2019

SEC Staff Announces Significant Changes to Shareholder Proposal No-Action Letter Process

-September 9, 2019