Public Companies

With a long-standing expertise in the federal securities laws, Schiff Hardin is well-positioned to provide public companies across the United States with the full range of services necessary to compete effectively in today's global marketplace. Our primary goal is to know our clients, learn their business and their industry, and work closely with them to address the many legal, regulatory, and other challenges currently facing public companies.

Our services for public companies include day-to-day general business counseling, as well as more specialized advice on matters arising under federal and state securities laws, including:

Public offerings, private placements and Rule 144A offerings
- Issuances of equity, debt, and hybrid securities
- Compliance with SEC filing and disclosure rules
- Coordination with underwriters, accountants, and rating agencies
Corporate disclosure and compliance obligations in the post-Sarbanes-Oxley regulatory environment
- Periodic reporting under the Securities Exchange Act of 1934, including counseling on disclosure controls and procedures and preparation and filing of Form 10-K, 10-Q, 8-K, 11-K reports
- Proxy statement disclosures (including Compensation Discussion and Analysis), shareholder proposals and annual meeting matters
- Beneficial ownership reporting under the Williams Act
- Short-swing profits and beneficial ownership reporting under Section 16 of the 1934 Act
- Insider trading under Rule 10b-5
Corporate governance and related "best practices"
- Directors' duties and responsibilities
- Board corporate governance guidelines and board committee charters
- Corporate codes of conduct and conflicts of interest policies
- Executive and director compensation practices
- Internal investigations and crisis management
- Disclosure committees and policies, including those addressing forward-looking information, non-GAAP financial information, analyst conference calls, and Regulation FD
- Takeover protections
Corporate transactions
- Mergers and acquisition
- Proxy contests, tender offers, exchange offers, and contests for corporate control
- Leveraged buyouts, management buyouts, and going private transactions

The Schiff Hardin attorneys providing these services include former Securities and Exchange Commission (SEC) directors and senior staff members, former general counsel at public companies, and experienced business lawyers from multiple disciplines and jurisdictions. Our securities lawyers work together with our tax, corporate, real estate, employee benefits, finance, M&A, and other experts to help our public company clients address the needs of their shareholders, employees and regulators, and the media and public.

Schiff Hardin has public company clients in most major industries (e.g. banking, consumer goods, airline services, telecommunications, insurance, and manufacturing). We represent public companies of all sizes, including a number of Fortune 500 companies, and non-U.S. public companies. Our experience with public companies across a broad spectrum of corporate and securities law matters enables us to provide timely and creative solutions tailored to address the individual needs of each client.