Securities Regulation and Corporate Governance



Securities Regulation and Corporate Governance Monitor blog

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.



Glass Lewis Issues 2019 Proxy Voting Policy Updates

-November 2, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

-October 31, 2018

SEC Warns Public Companies on Cyber-Fraud Controls

-October 18, 2018

Flood v. Synutra Refines “Ab Initio” Requirement for Business Judgment Review of Controller Transactions

-October 15, 2018

What Employers Need to Know About California’s New #MeToo Laws

-October 5, 2018

2018 Mid-Year Activism Update

-October 3, 2018

M&A Report – Fresenius Marks a Watershed Development in the Analysis of “Material Adverse Effect” Clauses

-October 2, 2018

SEC Streamlines Disclosure Requirements As Part of Its Overall Disclosure Effectiveness Review

-August 27, 2018

SEC Proposes Streamlined Financial Disclosures for Certain Guaranteed Debt Securities and Affiliates Whose Securities Are Pledged to Secure a Series of Debt Securities

-August 6, 2018

Webcast: Strategies Regarding Corporate Veil Piercing and Alter Ego Doctrine

-July 31, 2018

2018 Mid-Year Securities Enforcement Update

-July 30, 2018

Shareholder Proposal Developments During the 2018 Proxy Season

-July 12, 2018

Legal Risks and ESG Disclosures: What Corporate Secretaries Should Know

-June 25, 2018

Who’s Who Legal Recognizes 24 Gibson Dunn Attorneys

-July 10, 2018

Update on California Immigrant Worker Protection Act (AB 450)

-July 6, 2018

Webcast: Developments in Virtual Currency Law and Regulation

-June 28, 2018

Revisions to the FFIEC BSA/AML Manual to Include the New CDD Regulation

-June 14, 2018

An Insider’s Look at Intel Corporation’s Redesigned Form 10-K

-May 1, 2018

Gibson Dunn Receives Chambers USA Excellence Award

-May 25, 2018

Efforts to Strengthen U.S. Public Capital Markets Continue – New SIFMA Report Provides Recommendations to Help More Companies Go and Stay Public

-May 4, 2018

FinCEN Issues FAQs on Customer Due Diligence Regulation

-April 23, 2018

M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions

-April 5, 2018

Supreme Court Holds States May Hear Securities Fraud Class Actions Under The 1933 Act

-March 20, 2018

ALJs Check Their Own Work, With Unsurprising Results

-March 6, 2018

Supreme Court Settles Circuit Split Concerning Bankruptcy Code “Safe Harbor”

-March 5, 2018

Webcast: Shareholder Engagement & Activism – Preparing for the 2018 Proxy Season

-March 2, 2018

Supreme Court Says Whistleblowers Must Report to the SEC Before Suing for Retaliation Under Dodd-Frank

-February 21, 2018

Webcast: IPO and Public Company Readiness: Oil and Gas Industry Issues

-February 20, 2018

Webcast – Challenges in Compliance and Corporate Governance -14th Annual Briefing

-January 24, 2018

2017 Year-End German Law Update

-January 7, 2018

SEC Staff Provides Important Guidance for Disclosure and Accounting Implications of the Tax Cuts and Jobs Act – Practical Considerations for Reporting Companies

-December 26, 2017

The New Pay Ratio Disclosure

-November 22, 2017

Proxy Advisory Firms: Policy Updates and Action Items for 2018 Annual Meetings

-November 28, 2017

Webcast: Hot Topics in Securities and Governance

-November 17, 2017

SEC Staff Issues New Guidance on Shareholder Proposals

-November 10, 2017

The Unrelenting Pace of SEC Insider Trading Actions

-November 2, 2017

SEC Proposes Amendments to Securities Regulations to Modernize and Simplify Disclosure

-October 13, 2017

SEC Issues Significant Guidance on Pay Ratio Rules

-September 26, 2017

The Regulatory Risks of a Deregulatory Environment

-September 19, 2017

Webcast: Reforming Regulatory Reform: What to Expect from the New Leaders at the Financial Regulatory Agencies

-September 19, 2017

The New Duty to Declare Beneficial Ownership under French Corporate Law

-July 24, 2017

European Court of Justice Confirms German Co-Determination Law

-July 18, 2017

Office of Comptroller of Currency Provides More Guidance on Third-Party Business Relationships, Including Fintech Firms

-July 5, 2017

The Financial Choice Act: Legislation Curbing SEC Enforcement Powers Moves Forward

-July 1, 2017

Shareholder Proposal Developments During the 2017 Proxy Season

-June 29, 2017

PCAOB Adopts New Model for Audit Reports

-June 2, 2017

Two Employment Law Developments Create Risk of Shareholder Action for Public Companies

-May 11, 2017

Gibson Dunn Co-Hosts Conference on M&A and Corporate Governance with Columbia Law School

-April 21, 2017

Trump Administration’s Fintech policy remains unclear

-April 20, 2017

Supreme Court Grants Review in Securities Case About Duty to Disclose

-April 3, 2017

SEC Enforcement By the Numbers, And The End of An Era

-March 10, 2017

Corporate Social Responsibility Statements – Recent Litigation and Avoiding Pitfalls

-March 9, 2017

French Legal Briefing – France Continues to Adopt the Highest International Standards to Attract Investors

-February 21, 2017

Webcast: Challenges in Compliance and Corporate Governance

-January 25, 2017

India – Legal and Regulatory Update (January 2017)

-January 19, 2017

2016 Year-End German Law Update

-January 13, 2017

Financial Agenda on Deck at House

-January 11, 2017

Proxy Access a’ la Private Ordering? Not So Fast!

-January 1, 2017

Right Back Where We Started From? In Salman, the Supreme Court Clarifies the “Personal Benefit” Test but Otherwise Leaves Undisturbed Insider Trading Contours

-December 7, 2016

Dodd-Frank’s future in doubt

-December 2, 2016

Proxy Advisory Firm Updates and Action Items for 2017 Annual Meetings

-November 22, 2016

Planning for Your Annual Shareholder Meeting: Selected Considerations for a Virtual-Only Meeting

-November 16, 2016

The Trump Presidency: Selected Initial Observations and Considerations

-November 15, 2016

Financial Regulatory Reform Under a Trump Presidency: What We Know and What to Expect

-November 14, 2016

New French Anti-Corruption Regime

-November 10, 2016

SEC Proposes New Universal Proxy Card Rules for Contested Elections

-November 1, 2016

Executive Compensation Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules

-October 1, 2016

The Future of German Codetermination

-September 8, 2016

CEO Misconduct Not Required to Clawback Pay

-September 8, 2016

Developments and Trends in CFTC Enforcement

-September 7, 2016

Schedule 13G “Passive” Investor Status: When Being a Little Active Is Still Passive!

-September 1, 2016

Sanctionable Practices at the World Bank: Interpretation and Enforcement

-August 28, 2016

A Corporate Paradigm Shift: Public Benefit Corporations

-August 9, 2016

Final NASDAQ Rule on Disclosure of Third-Party Compensation for Directors and Nominees Includes Important Clarifications and Highlights Related Considerations for All Public Companies

-August 4, 2016

SEC’s Whistleblower Program is Gaining Steam

-August 1, 2016

Evaluating U.S. Fraud and Abuse Compliance Controls, Including Corporate Integrity Agreement Provisions, for a Global Anti-Corruption Compliance Program

-August 1, 2016

“Commonsense Principles of Corporate Governance” Released

-July 21, 2016

BREXIT Update – Finance and Derivatives Markets Focus

-June 29, 2016

Shareholder Proposal Developments During the 2016 Proxy Season

-June 28, 2016

New European Market Abuse Regime – What Do Non-EU Incorporated Issuers Need to Know?

-June 22, 2016

Keine Ausbeutung in der Lieferkette

-May 31, 2016

Eleventh Circuit Limits SEC Power to Seek Disgorgement and Declaratory Relief

-May 27, 2016

Board Evaluations – Getting the Most from the Evaluation Process

-May 25, 2016

SEC Updates Guidance on Non-GAAP Financial Measures

-May 19, 2016

India – Legal and Regulatory Update

-May 18, 2016

PCAOB Again Issues Proposal to Change Audit Report

-May 18, 2016

French Legal Briefing – French Government Sends Strong Positive Signals to French and Foreign Businesses

-April 5, 2016

District Court Issues Troubling Decision in Sun Capital Case: Private Equity Funds Formed “Partnership-in-Fact” and Were Engaged in “Trade or Business,” Liable for Withdrawal Liability Obligations of Portfolio Company

-March 31, 2016

The People with Significant Control Register: What You Need to Know About the New UK Regime and Steps to Take Now

-March 30, 2016

2015 Year-End French Law Update

-February 24, 2016

M&A Report – Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions (February 2016 Update)

-February 8, 2016

Highlights from the San Diego Securities Regulation Institute

-February 1, 2016

2015 Year-End Securities Litigation Update

-January 25, 2016

The US Department of Justice’s New Policy Initiative Targeting Corporate Officers and Employees

-January 22, 2016

Webcast – Challenges in Compliance and Corporate Governance – 2016

-January 20, 2016

Unbundling Proposals After the Holidays

-January 15, 2016

2015 Year-End Securities Enforcement Update

-January 11, 2016

Serious Fraud Office v Standard Bank Plc: Deferred Prosecution Agreement

-December 3, 2015

M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations

-November 20, 2015

Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

-November 18, 2015