Corporate Governance
Dow Lohnes attorneys advise public and closely-held companies of all sizes on day-to-day operations as well as strategic corporate initiatives, corporate governance issues and compliance standards, including those mandated by the Sarbanes-Oxley Act of 2002, NYSE and NASDAQ listing requirements and Securities Exchange Commission rules. Our expertise includes Audit Committee and Compensation Committee considerations, new equity compensation plan and MD&A disclosures, insider trading issues, and negotiating executive compensation agreements and handling employee benefits issues. We tailor our counsel to each client's needs. For some companies, we act as sole legal counsel, giving practical advice on day-to-day operations. In other cases, we serve as an adjunct to in-house legal departments, advising clients in highly specialized areas of the law. Whatever our clients' needs, our representation is always comprehensive and focused on achieving the right results.
Special Committee Representation
Often when boards of directors face a transaction or an investigation that involves directors or controlling stockholders of the company, the board will appoint a special committee to act for the board and oversee the transaction or the investigation. Our attorneys have experience representing special committees in both investigative and transactional settings. We help clients determine who should serve on the special committee and how the special committee should respond to the situation at hand, keeping in mind the special committee’s unique duties to the company and all of its stockholders. We provide counsel every step of the way from the identification of an issue through the resolution of the investigation or the closing of the transaction.
SEC Reporting Compliance
Our attorneys regularly advise public companies on all aspects of their ongoing Securities and Exchange Commission compliance. We assist our clients with the preparation of periodic reports, current reports and proxy statements mandated by the Securities Exchange Act of 1934. We also have extensive experience counseling clients regarding Section 16 reporting issues and ongoing NYSE and NASDAQ compliance matters.
Sarbanes-Oxley Compliance
Dow Lohnes attorneys assist public companies with their ongoing compliance with Securities and Exchange Commission mandates under the Sarbanes-Oxley Act of 2002. We have extensive experience reviewing existing client practices and finding a solution to achieve compliance with the new rules, including drafting or revising corporate governance materials, committee charters, disclosure controls and procedures, audit committee policies, governance policies and codes of ethics. Dow Lohnes attorneys also make presentations and participate in meetings of senior management, boards of director and board committees to explain the new rules and to find a compliance regime that fits the client’s needs.
Executive Compensation
Our attorneys counsel corporate and individual clients on employee benefits, ERISA and executive compensation matters, including executive compensation disclosure matters. We are often engaged to design and implement executive compensation plans and to offer expertise on a wide variety of benefits plans, including tax-qualified pension and profit-sharing plans, stock-option plans, employee stock ownership plans, executive and employee incentive arrangements, employment contracts and employee welfare benefit plans, as well as matters arising under ERISA, the federal securities laws and the Internal Revenue Code.