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