SEC Reporting and Corporate Governance

From managing board fiduciary duties and drafting offering and disclosure documents to ensuring compliance with SEC and other regulatory standards, public companies have unique and complex legal needs that often require the assistance of experienced counsel.

Snell & Wilmer has significant experience and depth in SEC reporting and corporate governance practices in the western United States, and our practice group prides itself on its responsiveness, efficiency, candor and technical expertise. Because of our commitment to our clients, our firm has been named a “Go-To” Law Firm^® in Corporate Counsel, a national magazine for general counsel, and has been recognized by Corporate Board Member magazine as the number one law firm to work with in Phoenix for 12 consecutive years.

Key aspects of our practice include:

SEC Periodic Reporting: We counsel clients on a variety of reporting and disclosure issues relating to SEC disclosure and our clients include a wide spectrum of companies and industries, from Fortune 500 Large Accelerated Filers to “Smaller Reporting Companies.” Key aspects of our practice include counseling companies with respect to their SEC reporting obligations for:

• Annual Reports on Form 10-K
• Quarterly Reports on Form 10-Q
• Periodic Reports on Form 8-K
• Proxy statements
• Executive compensation reporting and disclosure
• Section 16 reporting (i.e., Forms 3, 4 and 5)
• Regulation FD (fair disclosure)
• Regulation G (non-GAAP financial measures)
• Section 13(d) (e.g., Forms 13D and 13G)

We also work closely with our clients in their interactions with the SEC, such as the SEC Staff Comment Letter process, as well as securities exchange listing standards and governance rules (e.g., NYSE and NASDAQ). Our attorneys are also adept at handling particularly sensitive matters such as internal investigations, whistleblower complaints, restatements and issues involving accounting and auditors.

We regularly work closely with members of other practice areas and can rapidly field an emergency response team during times of corporate crisis to ensure that issues relating to all constituencies (shareholders, creditors, customers, public relations, employees, potential class action plaintiffs, SEC, U.S. Department of Justice, state law enforcement, etc.) are considered and balanced.

Our practice routinely handles disclosure matters relating to fundamental and entity-changing events. We also counsel public companies on their disclosure and strategic considerations relating to hostile tender offers, issuer tender offers, hostile proxy contests for board control, shareholder proxy proposals and, of course, negotiated merger and acquisition transactions.

Corporate Governance: Our SEC reporting and corporate governance practice counsels clients on a wide array of corporate governance-related matters, including:

• Board independence
• Fiduciary duties
• Board qualifications and composition
• Board committee structure and independence requirements
• Committee charters
• Corporate governance principles and practices
• Codes of ethics
• Whistleblower policies
• Clawback policies
• CEO and senior management succession policies
• Insider trading policies
• Rule 10b5-1 Plan policies
• Articles and bylaws review and maintenance
• Related party transaction policies and considerations
• Conflicts of interest

Our lawyers have extensive experience in advising a broad range of clients on SEC reporting and corporate governance. We advise large and small public companies concerning SEC disclosure (i.e., the Securities Exchange Act of 1934). We also advise senior management and boards of directors (including key board committees such as audit, compensation and governance) on a wide range of issues relating to corporate governance, board and committee structure, fiduciary duties and relationships with key shareholders.

Client-Focused Approach: Our SEC reporting and corporate governance attorneys strive to build and maintain strong client relationships. We are deeply committed to learning about the unique operations and culture of each of our client’s businesses, because we understand that this knowledge gives us insight into our clients’ needs and goals, enabling us to deliver high quality, tailored and effective results.