Public Company Advisory

Today’s high-scrutiny corporate environment presents a stunning array of challenges for public companies and their executives and board members. A globalized economy, fast-changing regulations, and stakeholder expectations can make compliance and governance a high-wire endeavor—and missteps become costly.

From SEC reporting to corporate governance to compliance-related counseling, O’Melveny’s Public Company Advisory team offers the senior resources, deep and diverse experience, and creativity to give public companies a competitive edge. Our team comprises lawyers across the United States with decades of experience addressing public company issues as outside counsel, former in-house counsel, former board members, and former senior officials serving within the SEC and other regulatory bodies.

Our team assists our public company clients with the compliance, disclosure, and corporate governance issues they face every day, guiding them on SEC regulations, stock exchange and related requirements, and corporate governance best-practice trends and developments relevant to their various constituents and stakeholders. Through our deep-seated relationships and wide array of other services, we help public company clients see around corners and anticipate the challenges and opportunities that lie ahead.

Our clients span diverse industries—from technology to healthcare/life sciences to real estate/REITs to retail/consumer services—and range from decades-old Fortune 500 public companies to newly public emerging growth companies and smaller reporting companies, giving us a breadth of experience that enables us to nimbly help our clients through their life cycles.

Securities Regulation

• Assist companies with SEC and reporting requirements under the Securities Exchange Act of 1934, including Forms 8-K, Forms 10-K/Q, and Section 16 and Section 13 beneficial ownership reporting
• Assist companies with annual and special shareholder meetings, including compliance with the proxy rules, proxy statement preparation, and help responding to Rule 14a-8 shareholder proposals and related SEC no-action letters
• Advise on the myriad regulatory requirements relevant to public companies under the Securities Exchange Act of 1934, Sarbanes-Oxley Act, Dodd-Frank Act, and other applicable laws and regulations, including Regulation FD, Regulation G, insider trading laws, and Rule 10b5-1, share repurchase programs, and conflict minerals reporting
• Provide specialized securities law regulatory advice to issuers in connection with capital markets, M&A, and other transactions, including requirements under Section 5 of the Securities Act of 1933, Regulation D, Rule 144, Regulation M, the tender offer rules, Regulation M-A, and financial statement requirements under Regulation S-X
• Assist companies in obtaining waivers and no-action relief from the SEC for company-specific issues, including disclosure and financial statement requirements

Corporate Governance

• Advise on compliance with stock exchange listing and corporate governance requirements
• Advise pre-public companies and their boards on governance structures, taking into account corporate governance best practices, board accountability and oversight, and protecting long-term shareholder value
• Counsel companies on corporate governance best practices, trends, and developments, including proxy advisor and institutional investor voting policies, and establish and advise on related corporate governance policies, board committee charters, and related documents
• Provide guidance on ESG practices and disclosure
• Counsel companies on takeover defenses, shareholder activism, and responses to proxy contests

Corporate Counseling

• Advise management, in-house legal counsel, and special board committees on strategic corporate decisions, special investigations, and related matters
• Counsel boards of directors, independent directors, and board committees inside and outside the boardroom on a range of matters, including fiduciary duty obligations, conflicts of interest, risk management, board and board committee composition, director and executive compensation, and succession planning

Executive Compensation

• Counsel companies in structuring executive compensation programs and advise on related SEC reporting requirements
• Provide guidance related to executive compensation issues, equity incentive plans, employee benefit plans, and other employee benefit matters regulated by the Department of Labor, the IRS, the SEC, and other entities