With long-standing expertise in the federal securities laws, Schiff Hardin provides public companies across the United States with the full range of services necessary to compete effectively in today's global and dynamic marketplace. Our primary goal is to know our clients, learn their businesses and their industries, and work closely with them to quickly, effectively and efficiently address the many legal, regulatory, and other challenges that public companies face.
Our services for public companies include acting as their outside counsel for day-to-day business matters, 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
- Initial public offerings
- Compliance with Securities and Exchange Commission filing and disclosure rules
- Coordination with underwriters, accountants, and rating agencies
- Corporate disclosure and compliance obligations
- Periodic reporting under the Securities Exchange Act of 1934, including counseling on preparation and filing of Form 10-K, 10-Q, 8-K, 11-K and other reports
- Proxy statement disclosures, shareholder proposals and annual meeting matters
- Beneficial ownership reporting under Section 13 of the Securities Exchange Act of 1934
- Short-swing profits and beneficial ownership reporting under Section 16 of the Securities Exchange Act of 1934
- Insider trading under Rule 10b-5 and trading plans under Rule 10b5-1
- Dodd-Frank Act
- Sarbanes-Oxley Act
- Stock exchange listing standards
- Disclosure committees and policies, including those addressing forward-looking information, non-GAAP financial information, analyst conference calls, and Regulation FD
- Corporate governance and related "best practices"
- Directors' duties and responsibilities
- Board corporate governance guidelines and board committee charters
- Corporate codes of conduct, conflicts of interest and related party transaction policies
- Executive and director compensation practices
- Internal investigations and crisis management
- Takeover protections
- Shareholder rights plans
- Delaware and other state corporation laws
- Corporate transactions
- Mergers and acquisitions
- 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 division directors and senior staff members, former general counsel of public companies, and experienced business lawyers from multiple disciplines and jurisdictions. Our securities lawyers work together with our tax, corporate, real estate, labor and employment, employee benefits, finance, mergers and acquisitions, intellectual property, and other experienced practitioners 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 a wide range of major industries (e.g. banking, energy, consumer goods, aviation services, telecommunications, insurance, and manufacturing). We represent public companies of all sizes, including a number of Fortune 500 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.