Securities Law & Corporate Governance

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Irell & Manella LLP represents public and private companies and their boards in connection with a broad range of increasingly complex securities law, corporate governance, and related matters.  We counsel clients with respect to issues arising under the Sarbanes-Oxley Act of 2002, and provide regular advice to clients regarding compliance with the legal and regulatory requirements of the Securities and Exchange Commission, the New York Stock Exchange, the Nasdaq Stock Market and other applicable state and federal laws.  We also provide advice regarding difficult and sensitive corporate disclosure issues arising under Regulation FD and the enhanced Form 8-K disclosure requirements.

As part of our ongoing representation of public companies, Irell & Manella attorneys provide advice regarding:

  • Filings of annual, quarterly and periodic reports and proxy statements with the Securities and Exchange Commission and Section 16 compliance;
  • Board and committee composition, process and independence;
  • Executive compensation, including employment agreements, severance agreements and stock option plans;
  • Risk management, including indemnity arrangements and D&O insurance; and
  • Corporate governance-related disclosure and other requirements, including the development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures.

We also represent independent directors and special committees in connection with change of control and related party transactions.  Irell & Manella is actively involved in assisting public companies in “pre-planning” measures designed to protect their shareholders and stakeholders from disruptive and coercive takeover tactics, including the structuring and implementing of state-of-the-art charter and bylaw protection and shareholder rights plans.

Irell & Manella attorneys also represent boards of directors, independent directors and special committees in connection with internal and external investigations and audits.  These include SEC and other federal agency enforcement investigations relating to insider trading, financial reporting matters, internal control issues or other investigations related to suspected misconduct involving company officials and employees.