Public Company Representation

Public Companies

Members of the Capital Markets Group represent the firm’s publicly traded corporate clients in all SEC, stock exchange, and shareholder matters, including:

• Corporate governance and Sarbanes-Oxley mandates
• Corporate disclosure
• Exchange Act periodic reporting
• Proxy solicitations
• Takeover defenses
• Insider trading policies
• Beneficial ownership reporting and short swing liability
• NYSE, Nasdaq and AMEX listings

Mergers and Acquisitions

We represent public companies and their boards of directors in connection with all aspects of mergers, acquisitions and other strategies. In addition, we advise investment banking firms on M&A issues relating to their financial advisory engagements. Members of the group also provide broad-based securities law advice to assist members of the firm’s Finance and Transactions Group and Financial Institutions Group with respect to structuring, negotiating and financing M&A transactions. Our M&A experience includes:

• Mergers, acquisitions, divestitures, and joint ventures
• Roll-ups
• Leveraged buy-outs
• Tender offers
• Spin offs and going private transactions
• Corporate recapitalizations, reorganizations and restructurings
• New business ventures

Executive and Stock-Based Compensation

Together with members of our Executive Compensation team, we advise clients regarding all aspects of stock-based compensation programs. We apply our securities law knowledge to:

• CEO and executive officer employment contracts and severance arrangements
• Director compensation
• Equity-based incentive plans (using stock options, restricted stock, stock appreciation rights, performance units, and other equity-based interests)
• Deferred compensation
• Change-in-control agreements and other officer and employee protection programs
• Indemnification arrangements

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