Contact:
Hillel Cohn,
Jackie Liu,
Robert M. Mattson or
William D. Sherman
MoFo's Sarbanes-Oxley Legal Updates
Representative public company client list
Morrison & Foerster maintains a preeminent practice counseling and representing public companies and boards of directors regarding
regulatory matters, corporate governance and special securities transactions. The firm represents newly public companies,
small- and mid-cap companies as well members of the Fortune 500 in a wide spectrum of industries, but particularly the technology
and financial services sectors.
We advise our public company clients on a full range of securities law and related matters, including the disclosure and regulatory
obligations under the Securities Exchange Act of 1934, the rules of the national securities exchanges and associations, and
the requirements of the Sarbanes-Oxley Act as well as other corporate governance rules. We also provide public company clients
with assistance on a wide spectrum of corporate transactional matters such as mergers and acquisitions, joint ventures, strategic
alliances, securities offerings and other capital-raising activities, and counseling to their boards of directors and committees
on corporate governance and other issues.
Our clients range from small public companies with no internal legal staff to large market capitalization issuers with substantial
internal compliance teams. For some companies, we provide virtually all of their corporate legal advice, while for other
clients we complement an existing inside legal team with advice on specific issues or projects. We tailor our approach to
the requirements and circumstances of our clients.
The services we provide to our public company clients include (i) reviewing and preparing Forms 10-K, 10-Q, and 8-K filings
as well as proxy statements and other stockholder meeting materials; (ii) counseling concerning sales of securities by insiders
and affiliates, including Rule 10b5-1 programs, Rule 144 compliance, and insider trading guidelines and restrictions; (iii) employee
benefits advice with respect to all types of equity compensation and other benefit programs such as stock option plans, SARs,
restricted stock arrangements, cash bonus plans, and employee stock purchase plans; (iv) Section 16 compliance advice; (v) counseling
on the requirements of Regulation FD and Regulation G in issuing earnings and other announcements to the public and communicating
with research analysts; (vi) providing the full range of services for issuers in capital-raising transactions, including bank
financings, investment-grade, high-yield and convertible debt offerings, traditional private placements, PIPE transactions,
Rule 144A offerings, Regulation S offerings, as well as the range of public offering approaches from the initial public offering,
follow-on offering, and “Exxon Capital” offering to the various methods of selling securities through takedowns from shelf
registration statements; (vii) counseling on compliance with the Sarbanes-Oxley Act and other regulatory rules, as well as
public company “best practices”; (viii) representing issuers before listing and other regulatory and quasi-regulatory agencies
such as Nasdaq, the NYSE, the PCAOB, and the Divisions of Enforcement and Corporate Finance within the SEC; (ix) transactional
advice across a wide spectrum of deal structures including merger and acquisitions, strategic alliances, joint ventures, product
distribution, and licensing; (x) advising boards and their special and independent committees on mergers and other business
combinations, affiliated-party transactions, securities offerings, and corporate governance matters; and (xi) representing
companies in special investigations involving matters such as accounting or disclosure issues, SEC enforcement actions, and
the defense of whistleblower claims.
Our lawyers include a number of attorneys who have held positions with the SEC’s Divisions of Enforcement and Corporate Finance
in Washington, D.C., and in various SEC regional offices. The experience of many of our attorneys who have held such positions
enables us to work more effectively with the SEC in connection with matters that may affect our clients.
Please see the Capital Markets and Mergers and Acquisitions descriptions for a more complete description of our securities offering and merger and acquisition practices.
