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:
We represent clients before the SEC on a number of matters including:
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:
We advise public companies and audit firms on SEC and Public Company Accounting Oversight Board (PCAOB) accounting and auditing matters, including:
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.
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