Polsinelli’s Securities & Corporate Finance attorneys provide clients with practical advice to comply with the SEC's rapidly changing disclosure requirements as well as stock exchange rules and regulations. With a keen focus on helping clients realize their business objectives, we provide ongoing advice to clients ranging from large accelerated filers to newer emerging growth companies. Our SEC Disclosure and Financial Reporting team works closely with public company clients to help them satisfy their reporting obligations. Our experience spans many aspects of disclosure and financial reporting, including:

  • Preparing and reviewing reports on Forms 10-K, 10-Q, 8-K, 20-F, 6-K and 11-K
  • Preparing and reviewing proxy statements and information statements
  • Counseling clients on compliance with evolving SEC rules adopted pursuant to federal legislation such as Sarbanes-Oxley and Dodd-Frank
  • Advising boards of directors and committees regarding governance and compliance matters that comply with current requirements and best practices
  • Responding to shareholder proposals related to annual meetings
  • Reviewing earnings and other press releases and ensuring compliance with Regulation FD
  • Advising insiders on complying with Section 16, selling securities under Rule 144, and establishing Rule 10b5-1 trading plans
  • Preparing reports under Section 16 of the Exchange Act on behalf of directors and executives
  • Advising five percent or greater public company shareholders on Regulation 13D and 13G reporting requirements and preparing and reviewing reports pursuant to these regulations
  • Preparing registration statements on Form S-8 and prospectuses for stock option and other employee benefit plans involving equity securities
  • Guiding clients through the SEC review process and counseling on issue resolution, including "troubled company" disclosures
  • Structuring executive compensation plans to comply with new legislative and regulatory requirements and to achieve compensation committee objectives, as well as preparing and reviewing the resultant compensation-related disclosures provided in annual proxy statements and other SEC filings

In addition to the value our corporate lawyers bring to day-to-day public company counseling matters, our SEC Disclosure and Financial Reporting team is able to draw on the skills and experience of our securities regulatory practice when clients encounter corporate crises (such as an accounting restatement or internal investigation) or need guidance on important public policy issues. This close collaboration enables us to assist clients with disclosure, governance and compliance issues based on real, multi-disciplinary experience with similar situations and with an in-depth understanding of the SEC's perspective on key issues.