Securities & Corporate Governance

Our Securities & Corporate Governance Group represents publicly traded and privately owned businesses, foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters.

Our lawyers excel in the quick turn-around of financial transactions. We represent a wide range of U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. We facilitate a full range of financing transactions, including: public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. We also regularly handle shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. Our clients are counseled on all aspects of securities law compliance including disclosure, reporting and enforcement issues.

We help clients to meet the challenges of state and federal rules, the Sarbanes-Oxley Act, Dodd-Frank Act, the JOBS Act and stock exchange listing standards. We provide counsel to boards of directors and their committees on fiduciary duties, executive compensation, company policies and procedures, insurance, whistleblower complaints, bylaw provisions, clawback policies, risk management, auditor independence, internal control over financial reporting and other compliance issues. With experienced lawyers from multiple departments within the firm, we represent management, boards, audit and other committees, as well as individual executives, employees and directors. We also provide corporate governance counseling for mutual funds and their directors through our Investment Management Group.

View Practice Profile (PDF)

View Corporate Governance Regulatory Compliance Checklist (PDF) 

View Private Company Governance and Recordkeeping Regulatory Compliance Checklist (PDF)

View Periodic Reporting and Communications Regulatory Compliance Checklist (PDF)

View our Public Company Compliance Manual (PDF)

Representative Client Work

Securities

  • Represented office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt 
  • Provided ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A offerings and securities and governance issues surrounding possible conversion to a REIT
  • Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
  • Represented a public senior living community operator in a convertible note offering
  • Represented lead underwriter in several follow-on public equity offerings by a bio-tech company
  • Represented various companies in self-tender offers for outstanding notes
  • Represented a private financial services firm in a $700 million 144A debt offering
  • Represented a foreign software company in an acquisition and a going private transaction involving U.S. software company
  • Represented a REIT in an acquisition and public spinoff of a fuel travel center company
  • Served as company counsel in a transportation company IPO
  • Represented a biotech company in multiple "registered direct" offerings of common stock and warrants 
  • Represented software and technology companies in equity and convertible note PIPEs
  • Assisted a financial services company in switching its listing from NASDAQ to NYSE

Corporate Governance

  • Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
  • Advised on financing alternatives under the JOBS Act
  • Developed compliance charters, policies and procedures
  • Counseled board committees and independent directors
  • Offered guidance on procedures for and responses to whistleblower allegations
  • Advised on adoption of executive compensation "clawback" policy
  • Facilitated development and oversight of executive compensation plans
  • Developed disclosure and social media policies
  • Counseled officers and directors on fiduciary duties and state law governance practices

Useful Resources

Below are some third party resources that you may find useful. Sullivan & Worcester did not prepare the items linked to below and is not responsible for their content.

Sarbanes-Oxley Act of 2002

·  Full text - Acrobat PDF
 

U.S. Securities and Exchange Commission

·  Main page
·  Final rules
·  Proposed rules
·  Self-regulatory organization (e.g., NYSE and Nasdaq) rules
·  Public Company Accounting Oversight Board rules
 

New York Stock Exchange

·  Main page
·  Governance rules and proposals
·  Listed Company Manual
 

Nasdaq

·  Main page
·  Governance rules and proposals
·  Marketplace Rules
 

Financial Industry Regulation Authority (FINRA)

·  Main page
·  Regulation and compliance
·  For investors
 

General Resources

·  ABA Presidential Task Force on Corporate Responsibility
·  AICPA Audit Committee Effectiveness Center
·  American Society of Corporate Secretaries
·  CalPERS Governance Principles
·  Corporate governance (general resource site)
·  Financial Executives International
·  Investor Responsibility Research Center
·  National Investor Relations Institute
·  Shareholder.com
 

Corporate governance "rating" organizations

·  The Corporate Library
·  Institutional Shareholder Services
·  Standard and Poor's
·

Glass, Lewis & Co.

 

Financial printer resources

·  Merrill Corporation securities law library
·  Bowne Securities Connect
·  RR Donnelley Real Corporate Lawyer

The updates, publications and resources above primarily relate to public companies and mature private companies. These materials generally relate to U.S. federal securities laws and rules and regulations of U.S. agencies, such as the SEC and the Public Company Accounting Oversight Board, and self-regulatory organizations, such as the New York Stock Exchange, American Stock Exchange and Nasdaq. Sullivan & Worcester also advises smaller private companies on all matters relating to corporate governance. In addition, our Corporate Governance Group assists clients in complying with corporate governance requirements and other rules and regulations under state law, including in Delaware, Massachusetts and New York, among others.

News

Events

Publications