Corporate Finance & Securities
Serving public companies of all sizes
Butler Snow attorneys serve as trusted advisors to public corporations of all sizes, and we have broad experience in every aspect of corporate finance and securities law compliance, including corporate governance, periodic reporting, public and private securities offerings, and all types of securities-related transactional experience.
Our attorneys assist public company clients in preparing their periodic and current reports, proxy statements, shareholder communications, and all aspects of reporting under the Securities Exchange Act of 1934. We regularly interact with representatives of the SEC and the national securities exchanges regarding disclosure obligations and compliance with corporate governance standards. We also provide advice regarding Section 16 compliance by company leadership and insider trading issues. We work with clients across a variety of industries from banking to pharmaceutical to manufacturing to assist with:
- Continuing reporting requirements under the Securities Exchange Act of 1934, including annual and quarterly reports, current reports and proxy statements
- General securities law matters, including general corporate communications and public disclosure, insider trading issues and compliance programs
- Section 16 reporting and liability issues
- Stock exchange compliance and reporting obligations
- Internal accounting controls and procedures and SEC accounting interpretations
For small- to mid-sized public companies, our Securities and Corporate Governance team members frequently provide general advice and leadership on all aspects of securities reporting and disclosure. For larger public companies with significant in-house teams, Butler Snow attorneys are available to assist as subject matter experts for more difficult disclosure issues.
The firm maintains an active corporate finance transactional practice and assists clients with registered public offerings of equity and debt securities, including initial public offerings, secondary offerings, exchange offers and business combinations, “shelf registrations” and private offerings of equity and debt securities by both public and privately-held companies.
Additionally, the firm has established ongoing relationships with national and regional investment banking firms and regularly represents issuers with respect to private transactions in offerings of a variety of instruments, most frequently Rule 144A debt offerings, as well as a variety of corporate debt and equity securities.
- Equity offerings and rights offerings
- Debt offerings, including Rule 144A/Regulation S offerings
- Initial public offerings
- Private placements, PIPEs and venture capital investments
- Commercial paper
- Convertible and hybrid security offerings
- Debt or equity repurchases, exchange offers and tender offers
Members of the firm’s Securities and Corporate Governance team work with public company boards across a diverse range of industries with respect to corporate governance standards and best-practices, the identification and mitigation of risk, and the avoidance of shareholder litigation. We routinely advise public companies and their boards of directors, board committees, and management on a variety of key issues, including:
- Design and implementation of corporate compliance programs and codes of conduct
- Compliance with SEC and stock exchange corporate governance disclosure requirements
- Matters relating to audit, compensation, and nominating/corporate governance committees charters and committee composition
- Board independence
- Executive compensation, including trends and best-practices
- Risk management
- Advice with respect to shareholder proposals and dealing with activist shareholders
- Advice with respect to antitakeover matters
- ISS and Glass Lewis corporate governance policies
- Fiduciary responsibilities of directors and officers
- Consideration of related party matters
- Establishment of special committees for mergers, acquisitions, spin offs, going private transactions and other special matters
- Ongoing director education
Securities aspects of M&A
Our securities and corporate governance practice is complemented by our active involvement in the securities aspects of M&A transactions. Our team closely coordinates with our M&A colleagues in drafting proxy statements or information statements for M&A transactions, focusing on compliance with applicable disclosure standards for seeking approval of business combinations. We regularly provide securities advice for transactions that involve the issuance of securities of the acquiring company to target shareholders, tender offers, proxy contests, spin-offs, split-offs, carve-outs and other restructurings.