Securities & Corporate Governance
Troutman Sanders Ranks Among Top Legal Advisors in Thomson's 2007 U.S. Capital Markets Legal Advisor Review
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Within the Troutman Sanders Securities & Corporate Governance Practice Group, we represent publicly traded and privately owned businesses in matters involving securities regulation and corporate governance. Our experience includes representing both issuers and underwriters in a broad range of securities activities, including public offerings and private placements of debt and equity securities, tender offers, proxy contests, going-private transactions, and preparation/review of periodic reports filed with the Securities and Exchange Commission (SEC). We help clients with annual meeting preparation, including preparation of proxy materials, and provide advice regarding ongoing securities compliance.
We have extensive experience advising clients in connection with corporate governance and board of directors and board committee members. We also assist our corporate clients in developing and implementing customized compliance and ethics programs and policies that address issues arising under the Sarbanes-Oxley Act and securities laws, focusing on each client’s needs to produce a tailored and integrated compliance structure for the client’s business. We have experience conducting internal investigations, including those in connection with employee whistleblower complaints, Section 10A of the Securities Exchange Act of 1934 and other sensitive matters as well as representing clients in governmental investigations and civil and criminal actions involving compliance issues.
Additionally, Troutman Sanders often provides comprehensive training opportunities for directors, senior executives and employees across a broad range of areas.
Our deep understanding of the underlying regulations and the diverse business practices of a broad cross section of companies allows us to avoid the one-size-fits-all approach and tailor our advice to the specific needs of each client. In addition, our attorneys remain current on changes in the market affecting our clients in order to provide the most relevant and timely counsel available, including the subprime mortgage crisis.
Our Team
Our team is comprised of some of the most recognized attorneys in the securities and corporate governance arena. We have decades of experience serving in the role of general business counselor to our clients. On a daily basis, our attorneys consult with CEOs, CFOs and general counsels on any of a wide variety of issues including:
- Helping to analyze various financing alternatives
- Reviewing corporate governance issues for boards of directors and audit, compensation and nominating committees
- Providing assistance and counsel with public disclosure issues and ongoing securities compliance (including responsibilities under the Sarbanes-Oxley Act)
- Preparing and reviewing Forms 10-K, 10-Q and 8-K to be filed with the Securities and Exchange Commission
Our Clients
Our clients include energy companies, technology and telecommunications companies, manufacturing entities, retailers, financial institutions, health care companies, investment banks, and other businesses with publicly traded securities and capital needs. We have extensive experience working with the SEC, as well as the New York Stock Exchange and NASDAQ. We also frequently serve as special counsel to boards of directors, audit, compensation and governance committees, as well as special committees formed in connection with particular transactions.
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