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 Public Securities
Many of our Public Securities attorneys are considered among the nation’s thought leaders in the public securities arena. Some of them were previously employed by the SEC and currently chair or participate in committees focused on driving change in the post-Enron world of intense regulation. This experience and familiarity with federal and state securities laws enable us to be strategic advisors to both seasoned and newly public companies.
Clients look to us for advice on a wide-range of matters, including:Preparation and review of filings made with the SEC and other regulatory agencies (e.g., annual and quarterly reports, current reports on Form 8-K, proxy statements, insider filings) Preparation and review of press releases Transactions, such as initial and secondary public offerings, PIPEs, private offerings, mergers and acquisitions, proxy contests and going private transactions
Corporate Governance Counseling
Cooley Godward Kronish counsels U.S. and foreign clients on the responsibilities of corporations, management, board of directors and special committees of boards of directors under federal and state laws. Our experience and familiarity with California, Colorado, Delaware, New York and Virginia corporate law enables us to devise and implement corporate structures and strategies and advise clients on day-to-day corporate law matters. Our expertise also extends to matters involving corporate governance and shareholder initiatives, including governance issues under SEC, stock exchange rules and related Sarbanes-Oxley matters.
Clients look to us for advice on a wide range of issues, including:- The legality of proposed corporate actions
- Transactions of all kinds
- Corporate strategy and reorganizations
- Executive compensation, benefit plans and contracts
- Fiduciary duties of directors and special and independent committees (e.g., in connection with potential conflicts of interest and the duties that apply in the review and negotiation of acquisition proposals)
 Our public securities and corporate law counseling incorporates our knowledge in other related areas as well, such as tax, antitrust and litigation. Moreover, we strive to keep our clients informed on recent developments by hosting seminars on topical subjects, posting news briefs on our Website, distributing authored papers and issuing news alerts on recent developments.
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