Securities and Corporate Governance

Overview

We understand that when a company has questions about whether the securities laws require a certain disclosure in an offering prospectus, or what an independent board committee conducting an investigation needs to do to satisfy its duty of care, they need an answer that is both complete and which comes with practical guidance.  So when the lawyers that make up our securities law and corporate governance practice field questions from our clients, they don’t just recite legal principles or cut and paste statutory language – they take the time to carefully consider the question posed and the context in which it is being raised, and formulate an answer that is both complete and includes practical steps tailored to the client’s situation. By sharing with our client the thought process which led to our conclusion, we help it to come away with a clear understanding of the analysis and specific steps that it can take to address its issues.

Furthermore, our advice doesn’t stop with a final memo or single call. Our attorneys take care to understand the issues our clients face, so we can not only answer their questions, but also anticipate and address the issues that aren’t yet known. We help address the conflict of interest before it has ripened. We collaborate with general partners of funds to make it natural for them to view decisions through a fiduciary lens. We take pride in the fact that we are more than a reference tool for these kinds of questions, but rather are our clients’ guides in identifying and handling these important securities law and corporate governance issues.

Selected Experience

• We represented an investment holding company in connection with the sale of its interest in Clearwire Corporation, a publicly held company, to Sprint for approximately $100 million. Our work included advice to the company related to the navigation of the very complex shareholders agreement that Clearwire had with other major players in the cellular industry, as well as in connection with 13D filings for the transaction and defense of breach of fiduciary duty claims under Delaware law.
• We represent a major privately-held telecommunications company on an ongoing basis in connection with the filing of Securities Exchange Act of 1934 reports. Despite the fact the company is privately held, its debt documentation requires it to file reports in accordance with the rules governing a public company.
• We provide advice to the officers of a major public telecommunications company regarding their fiduciary duties.
• We represented a U.S.-based hedge fund in connection with investments in Mexico. Our work in this matter included advice related to securities law filing requirements and entailed close coordination with local counsel in Mexico.
• We advised a private equity fund in connection with an internal investigation into the activities of a principal of the fund. We conducted the investigation, examining various transactions and activities involving portfolio company investments, and later advised the fund with regard to related corporate governance, fiduciary duty, employment, and restructuring issues. 
• We represented a hedge fund in connection with numerous investments in private and public financial industry and real estate companies in India. We worked closely with local counsel in India on the regulatory aspects of the investments.
• We represented an investment fund in connection with advice related to their duty to make 13G and 13D filings with the SEC, as well as in preparation of those filings.
• We provide ongoing advice to a major hedge fund related to securities law and other compliance matters.