Practices: Corporate Governance

No matter what your organization’s need – from preparing SEC reports and filings, to advising boards of directors on fiduciary responsibilities, to shareholders’ and investors’ rights concerns – you can rely on the guidance you receive from Ungaretti & Harris. As corporate counsel to many public and private companies, we have gained the insight and discretion necessary to advise your company on even the most sensitive corporate governance issues. In addition, we’ll keep you up to date on the latest legislative, regulatory and “best practices” developments on corporate compliance and governance matters involving actions by Congress, the SEC, FINRA and independent groups such as the Institutional Shareholder Services and the Business Roundtable.

Governance Guidance

Every publicly traded company today needs to create a governance infrastructure that supports accuracy, accountability and transparency, and we can meet your needs. We provide you with the knowledgeable and timely advice you need to meet the latest requirements of the Sarbanes-Oxley Act, SEC regulations, and FINRA. You can call on us to review, develop and implement ethics and compliance programs to prevent and detect violations of law, such as Sarbanes-Oxley and the Foreign Corrupt Practices Act. Sarbanes-Oxley whistleblower actions and defense against allegations of retaliation are another area of focus. Your governance issues are covered in any kind of transaction, including:

• Public common stock offerings (IPOs and secondary offerings).
• Public debt offerings.
• Shelf registration statements (universal shelf and acquisition shelf filings).
• Private placements with resale registration statements (PIPE transactions).
• Rule 144A offerings (with S-4 exchange offers).

Fidicuary Responsibility

Working with general counsel and boards of directors, our lawyers know the right questions to ask and the right standards to implement on corporate compliance programs, director and officer liability insurance, records retention and destruction policies, conflict of interest standards, auditor independence, and accuracy and completeness of proxies and other financial filings. Boards and their Audit and Compliance committees turn to us for help with all their major governance concerns, such as:

• Advising on the composition and procedures of boards of directors and their committees, including the audit committee.
• Developing or revising the charters of board audit, compensation, nominating and governance committees.
• Drafting ethics and corporate governance guidelines, codes of conduct, whistle-blower procedures and other governance policies.
• Ensuring full disclosure in SEC filings and other public communications.
• Preparing or amending shareholder rights plans.
• Advising on fiduciary responsibilities in unsolicited takeovers, tender offers, proxy contests and similar corporate control controversies.
• Counseling on executive compensation plan design and compliance.

Disclosure Assurance

When regulators at the federal or state levels are scrutinizing your latest filing, accuracy and completeness are what matters above all. Our lawyers will help you prepare and file disclosure documents with the SEC, including:

• Annual and quarterly reports.
• Forms 10-K and 10-Q.
• Proxy statements.
• Insider trading reports.
• Registration statements. 
• State “blue sky law” filings.

We understand the timing, methodology and requirements of disclosure concerning events that are important and material to your results. Disclosure has become a key governance issue, and we guide you through the complexities that govern forward-looking statements, securities analyst briefings and Internet web site disclosure. We also help you establish insider trading policies and monitor ongoing compliance with them. Because the whole body of governance laws and procedures is changing so rapidly, we keep on top of the latest SEC pronouncements and disclosure requirements and tell you what they mean to your business. Because filing requirements can involve significant differences of interpretation, we work closely with you to review the alternatives and assess the risks involved in every disclosure action.

Effective Representation

If governance problems do arise regarding your securities filings or other governance conduct, we will represent you in administrative proceedings of both government and self-regulatory agencies. That includes hearings on alleged securities law violations involving investigations by the Securities and Exchange Commission. Our defense also extends to securities and commodities arbitration proceedings before the the Financial Industry Regulation Authority,  the National Futures Association and the American Arbitration Association.

Compliance Investigations

Corporations and public agencies, CEOs and CFOs, Boards of Directors, Audit Committees and independent auditors need help to investigate questionable financial or regulatory conduct in their organizations. We thoroughly understand the requirements of such investigations, whether in the context of securities and commodities law compliance or whistleblower allegations under the Sarbanes-Oxley Act, and provide you with:

• Immediate response.
• Thorough, professional and responsible investigations and interviews.
• Detailed reporting on what actions the members of your organization took, whether those actions were proper, and what remedial steps are necessary.
• Confidential advice on how directors and officers should meet their fiduciary responsibilities.
• Effective guidance and strong advocacy in the event of litigation due to criminal conduct.

When questions of improper conduct arise, protecting your interest as a corporate fiduciary requires quick action, confidentiality and insight into the demands of prosecutors and regulators. That’s what you get from Ungaretti & Harris.

Industry Insight

If you are a broker/dealer involved in commodities or securities transactions, you can turn with confidence to Ungaretti & Harris for regulatory guidance. Members of our team played key roles in shaping today’s commodities futures trading regulations and integrating them with the securities laws. No matter what governance or regulatory questions arise in your trading activities, our familiarity with the options and other derivatives marketplaces enables us to give you immediate and authoritative answers. Proprietary traders in commodities and securities depend on our compliance guidance in everything from short sales to capital requirements.

Moreover, as banks and other lending institutions move more into securities trading and other capital market transactions, the SEC’s Regulation B will subject them to the same licensing and transactional requirements that broker/dealers now have. Community and mid-market banks can turn to us with confidence for governance help in this new environment. We have multidisciplinary knowledge of banking, securities and commodities regulations that can help you take advantage of market opportunities while protecting you from regulatory challenges and arbitration or other dispute resolution proceedings.

Integral Counsel

Successful companies understand that corporate governance is neither optional nor an add-on. In today’s business environment, it’s integral for everything from maintaining investor confidence to avoiding crippling litigation or sanctions. Ungaretti & Harris can help you with filing all the necessary reports and ensuring compliance with all standards of fiduciary responsibility. More important, because we understand the way regulations function in the context of market operation, we’ll make sure you can get your deals done and maintain your competitive edge while complying with the letter and the spirit of laws and regulations.