Securities & Corporate Governance

Williams Mullen’s securities and corporate governance attorneys utilize their decades of experience in the field to advise publicly traded companies on legal issues related to corporate governance issues and federal and state securities laws. Our attorneys offer experienced, practical advice across a wide range of industries, helping senior executives, boards of directors and board committees navigate these often-sensitive corporate issues. Each matter is personally managed by senior partners, ensuring that our clients receive the experienced counsel they need while maintaining our cost-effectiveness that provides a better value for our clients.

Corporate Governance

Our attorneys are well-versed in the myriad of regulatory, listing standards and environmental, social and governance (ESG) issues that impact public companies and their boards, including:

• Auditor independence requirements, committee charters, committee member qualifications and the various responsibilities imposed on committees.
• Codes of business conduct and ethics, corporate governance guidelines, director qualification standards (suitability, independence, term limits, retirement policy, etc.), director responsibilities, board and committee operations, executive sessions and management succession.
• Internal investigations and investigations of whistleblower claims.
• Compliance and enforcement matters.
• Insider trading policies and rules.

Corporate Law

Our team advises senior executives, boards and board committees on matters including:

• Fiduciary duties, conflicts of interest and independence.
• Controlling shareholder and controlled entity duties.
• Handling, and responding to, shareholder derivative lawsuits and demands.
• State anti-takeover laws, defensive measures and change of control arrangements.
• Indemnification and advancement of expenses to officers and directors.
• Stock splits and dividends.
• Issuer repurchases of securities.
• Listing standards of the New York Stock Exchange (NYSE) and Nasdaq Stock Market.
• Shareholder dispute resolutions, “freezeouts” and entity dissolutions and terminations.

Public Company Reporting

Our significant experience in public company reporting and compliance helps clients manage and complete periodic and current reports, proxy statements and Section 16 filings in an efficient, cost-effective manner.

Securities Offerings

Our team handles a wide range of securities offerings and related services. These include:

• Counseling and representing issuers in initial public offerings.
• Registration of equity and debt offerings.
• Institutional private placements under Rule 144A (High Yield Debt and Convertible Notes).
• Shelf registrations (allocated and unallocated).
• Registration of business combination transactions.
• Registration of employee benefit plans.
• Registration of dividend reinvestment and stock purchase plans.
• Tender offers.