Polsinelli’s Securities & Corporate Finance attorneys provide our public company clients with practical advice focused on our clients’ business objectives, helping the clients comply with the SEC’s ever-changing disclosure regime and with stock exchange rules and regulations. Our experience includes the following:

Public company disclosure and financial reporting

  • Preparing and reviewing periodic reports and proxy statements required under the Securities Exchange Act
  • Counseling clients on compliance with evolving disclosure standards and practices 
  • Advising insiders on complying with Section 16, selling securities under Rule 144, and establishing Rule 10b5-1 trading plans
  • Advising five percent or greater public company shareholders on Regulation 13D and 13G reporting requirements 
  • Preparing registration statements on Form S-8 and prospectuses
  • Guiding clients through the SEC review and comment letter process and counseling on issue resolution

Corporate governance and listed company compliance

  • Advising boards of directors and committees regarding governance and compliance matters that comply with current requirements and best practices
  • Assisting in drafting and implementing the full suite of corporate governance policies and documents necessary for listed companies
  • Structuring and implementing executive compensation plans, as well as preparing and reviewing the resultant compensation-related disclosures 
  • Advising regarding stockholder approval requirements applicable to listed companies
  • Counseling boards and special committees regarding potential related party transactions
  • Preparing for annual meetings of stockholders (including virtual annual meetings)
  • Advising regarding shareholder outreach and communications, including activism response
  • Guiding in director and officer liability, indemnification and D&O insurance
  • Conducting internal investigations and investigations of whistleblower claims
  • Responding to government inquiries regarding compliance matters
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Debt & Equity Capital MarketsSecurities & Corporate Finance
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SEC Penalties Relating to Cybersecurity Disclosures
On October 22, 2024, the Securities and Exchange Commission (“SEC”) charged four current or former publicly traded companies with disseminating materially misleading disclosures regarding cybersecurity risks and actual infiltrations. The charges arose from an investigation of companies impacted by the well publicized 2020 cybersecurity incident involving SolarWinds Corporation’s flagship Orion software platform. The SEC charged that each of these companies learned in either 2020 or 2021 that the perpetrator of the SolarWinds Orion cyberattack had also infiltrated their respective systems, but in their respective public disclosures in 2021 and/or 2022, each company negligently minimized the impact of the cybersecurity incident. The SEC Staff reiterated its position that, although public companies may be victims of cyberattacks, they may not harm their shareholders or
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SEC Adopts Cybersecurity Incident and Risk Management Disclosure Rules
On July 26, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules requiring public companies to disclose within four business days material cybersecurity incidents they experience and to disclose annually their cybersecurity risk management, strategy, and governance. In response to opposition expressed during the comment period, these final rules omitted several of the more burdensome aspects of the rules that were originally proposed in March 2022.  Form 8-K Disclosure of Material Cybersecurity Incidents The SEC added a new Item 1.05 to Form 8-K that requires companies to disclose a cybersecurity incident within four business days of the date such cybersecurity incident is determined to be material. Instruction 1 to Item 1.05 requires registrants to make a materiality determination without unreasonable delay  after
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