Public Company Reporting and Governance

In this era of heightened regulatory and government scrutiny, our corporate and securities attorneys advise a diverse range of public companies on state corporation law, reporting and disclosure under the securities laws, and compliance with the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, the Securities and Exchange Commission and self-regulatory organizations such as the New York Stock Exchange and the Nasdaq Stock Market.

 In this era of heightened regulatory and government scrutiny, our corporate and securities attorneys advise a diverse range of public companies on state corporation law, reporting and disclosure under the securities laws, and compliance with the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, the Securities and Exchange Commission and self-regulatory organizations such as the New York Stock Exchange and the Nasdaq Stock Market.

Corporate Law
Williams Mullen has a large and sophisticated corporate practice representing numerous public and private companies. Our experience includes:

• Advice to the board of directors regarding its fiduciary duties, including matters relating to conflicts of interest, independence, good faith and the exercise of due care
  
• The handling of, and response to, shareholder derivative demands, including advice on the roles of counsel, management and corporate directors, the evaluation of the derivative demand, advice on the proper conduct of special board meetings to discuss the derivative demand, the timing and content of a company’s initial response to the shareholder and SEC disclosure issues arising in connection with the demand
  
• Advice on state anti-takeover laws, implementation of defensive measures and change of control arrangements
  
• Advice on indemnification and advancement of expenses to officers and directors
  
• Stock splits and dividends
  
• Issuer repurchases of securities
  
• Listing on New York Stock Exchange, American Stock Exchange and The Nasdaq Stock Market

Corporate Governance
Williams Mullen attorneys advise corporate management, boards of directors and board committees on corporate governance matters. Our experience includes:

• Comprehensive counseling and advice on compliance with the Sarbanes-Oxley Act of 2002, requirements of the Securities and Exchange Commission and the corporate governance listing standards of the New York Stock Exchange and the Nasdaq Stock Market
  
• Advice on auditor independence requirements (including the provision of non-audit services), the adoption of audit committee charters, qualifications of audit committee members and the various responsibilities imposed on audit committees by Congress, the SEC and NYSE/Nasdaq listing standards
  
• Preparation of codes of business conduct and ethics (including codes of ethics for senior financial officers) that comply with applicable corporate governance standards as well as provide the basis for an effective program of deterrence under the United States Federal Sentencing Guidelines
  
• Advice on the preparation of corporate governance guidelines that address, among other things, director qualification standards (suitability, independence, term limits, retirement policy, etc.), director responsibilities, Board and committee operations, executive sessions and management succession
  
• Advice on all aspects of SEC reporting and disclosure related to the corporate governance requirements under the federal securities laws, including periodic reports and proxy statements filed by public companies and Section 16 reports filed by insiders
  
• Audit Committee investigations of potential Sarbanes-Oxley violations and whistleblower claims

Public Company Reporting

Williams Mullen offers substantial expertise in public company reporting and compliance. In particular, we assist our clients in these areas:

• Periodic reports and proxy statements
  
• Williams Act filings
  
• Compliance with insider trading rules
  
• Resales of restricted and control securities
  
• Compliance and enforcement matters
  
• Internal investigations