Public Company Compliance & Counseling

We help our public company clients adopt proactive securities compliance programs and manage compliance issues relating to

• Internal investigations – including allegations of accounting irregularities, breaches of fiduciary duty, the FCPA, fraud, and insider trading
• NASDAQ, NYSE, and NYSE MKT listings and compliance
• SEC Reporting – including Forms 10-K, 10-Q, 8-K, and Forms 3, 4, and 5 (directors, officers, principal stockholders)
• Stockholder meetings – preparation, proxy statements, and activist matters
• White collar criminal cases and civil securities enforcement defense – working with our litigation colleagues when needed, including defending matters before the SEC, DOJ, USAO, FTC, FDIC, FINRA, state securities regulators and attorneys general

Interdisciplinary team includes former SEC staff attorney and in-house counsel

We bring to clients experience from across the Nelson Mullins platform, including

• 45+ attorneys helping clients on securities and corporate governance matters
• Former SEC staff attorney
• Former in-house counsel, general counsel, and company compliance and executive officers
• Government regulators and enforcement attorneys
• Broad Nelson Mullins practice platform across multiple practice areas to serve range of legal needs

Clients span industry sectors, including

• Automotive & Transportation
• Business Services
• Consumer Products & Retail
• Banking & Financial Services
• Healthcare
• Life Sciences
• Manufacturing
• Pharmaceuticals & Medical Device
• Real Estate
• Technology, including FinTech

Clarity and plain English – our approach to securities compliance reporting

• We strive for clarity in SEC filings and other financial disclosures, instead of just focusing on technical compliance
• We guide clients to use a “Plain English” drafting style to help them communicate clearly and effectively with shareholders, analysts, shareholder advisory firms, and SEC and other government regulators

Our public company counseling and compliance services help you

• Prepare reports – including annual, quarterly, and current SEC reports
• Report financial results in press releases and other media – in compliance with SEC rules and guidance (including guidance regarding non-GAAP financial measures)
• Integrate disclosure trends and leading practices – in SEC filings, press releases, company web pages for investors, and other related communications
• Benchmark SEC filings – against industry leaders
• Implement and enhance disclosure controls and procedures – and address any gaps
• Prepare proxy statements – including compensation-related disclosures
• Advise compensation committees – regarding executive and director compensation plans and benefits in concert with management and compensation consultants, as appropriate
• Plan for annual and special shareholder meetings
• Anticipate and develop strategies for shareholder matters – including shareholder activists, shareholder advisory firms, shareholder proposals, and communications
• Disclose conflicts of interest and related party transactions by officers and directors
• Assist with Section 16 reports − for company officers and directors
• Negotiate and respond to SEC comment letters
• Address accounting restatements and other significant compliance issues
• Meet your corporate governance goals