Navigating the host of U.S. Securities and Exchange Commission (“SEC”) and governance requirements requires a unique skillset and deep experience in regulatory and governance regimes.

Our SEC + Corporate Governance attorneys represent various boards of directors and companies around the world on matters relating to SEC and corporate governance compliance, Securities Exchange Act reporting, shareholder relations, and/or sustainability matters for public and private clients. While we often work on a project or matter-specific basis, many domestic and international clients engage us to serve as their outside general counsel and to manage their ongoing corporate governance requirements.

SEC and Corporate Filings

For publicly traded companies, we  prepare or review periodic and other SEC filings (including quarterly, annual and current reports, information statements, and proxy statements for annual or special meetings); evaluate stockholder requests for inclusion of their proposals in proxy materials; advise on compliance with and liabilities under the beneficial ownership reporting rules of Sections 13 and 16 of the Securities Exchange Act; and provide wide-ranging corporate governance advice to clients around the world on matters that include:

  • Shareholder proposals
  • Annual meeting matters
  • Fiduciary duties
  • Conflicts of interest
  • Related party transactions
  • Risk management
  • Succession planning
  • Board composition, structure and requirements
  • Director and committee independence
  • Board committee responsibilities and charters
  • Codes of ethics
  • Internal control processes and procedures
  • Executive compensation and benefits for directors and officers
  • “Say-on-Pay “ proposals
  • Director and officer indemnification and insurance
  • Responding to SEC inquiries

We also have extensive experience working with issuers, placement agents, and underwriters on regulatory and structural issues related to alternative public offering transactions, including reverse mergers, private investment in public equity transactions (PIPEs), and special purpose acquisition companies (SPACs). Our goal is to build long-term relationships with our clients by leveraging our multidisciplinary team to help them with all of their legal needs, including corporate, tax, litigation, labor + employment, real estate, intellectual property, and immigration.

Corporate Governance

We offer counsel to clients regarding a broad spectrum of corporate governance matters, including the fulfillment by directors of their fiduciary duties; risk oversight; director independence; composition, structure, and responsibilities of boards of directors and committees thereof; executive compensation; shareholder interactions; and related-party transactions. Our services extend, in particular, to privately owned companies, for whom adhering to best practices in corporate governance is also of critical importance, whether such need arises when analyzing fiduciary duties in connection with an M+A  or related-party transaction, or navigating privately negotiated board appointment (and removal) rights, voting rights, and other customized protective provisions.

Representative Matters

A representative sample of clients that we have advised regarding SEC Reporting and Corporate Governance matters includes:

  • Cetus Capital Acquisition Corp. (NASDAQ: CETU), a SPAC that completed an IPO in February 2023, and a business combination with MKDWELL Tech Inc., a Taiwan-based automotive electronics manufacturer, in July 2024.
  • Suncar Technology Group Inc. (NASDAQ: SDA), a provider of automotive after-sales services and insurance intermediation services in China that completed a business combination with Goldenbridge Acquisition Limited in May 2023.
  • Caravelle International Group (NASDAQ: CACO), a global carbon-neutral shipping company that completed a business combination with Pacifico Acquisition Corp. in December 2022.
  • Minority Equality Opportunities Acquisition Inc. (NASDAQ: MEOA), a SPAC that completed its initial public offering in August 2021.
  • SeqLL Inc. (NASDAQ: SQL), a development-stage life sciences instrumentation and research services company that completed its initial public offering in August 2021.
  • LMP Automotive Holdings, Inc. (NASDAQ: LMPX), an e-commerce and facilities-based automotive retailer in the United States.
  • COMSovereign Holding Corp. (NASDAQ: COMS), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions.
  • Kandi Technologies Group, Inc. (NASDAQ: KNDI), a developer, producer, and distributor of electric vehicle products and parts, and off-road vehicle products.
  • Blue Hat Interactive Entertainment Technology (NASDAQ: BHAT), a leading producer, developer, and operator of augmented reality interactive entertainment games, toys, and educational materials in China.
  • Versus Systems (NASDAQ: VS), the developer of a proprietary prizing and promotions engine that allows publishers, developers, and creators of streaming media, live events, broadcast TV, games, apps, and other content to offer real world prizes inside their content.
  • Luokung Technology Corp. (NASDAQ: LKCO), a leading interactive location-based services and big data processing technology company in China.
  • KBL Merger Corp. IV (NASDAQ: KBLM), a SPAC that completed a merger with 180 Life Sciences Corp., a clinical-stage biotechnology company focused on the development of novel drugs that fulfill unmet needs in inflammatory diseases, fibrosis, and pain, in November 2020.
  • Crown ElectroKinetics Corp. (NASDAQ: CRKN), an electrokinetic glass technology company.
  • Sphere 3D Corp. (NASDAQ: ANY), the owner of a portfolio of brands dedicated to helping customers achieve their IT goals.
  • Spectrum Global Solutions, Inc. (OTCQB: SGSI), a holding company for next generation technology companies specializing in telecommunications across the globe.
  • Greenlane Holdings LLC (NASDAQ: GNLN), a leading distributor of premium vaporization products and consumption accessories that completed its initial public offering in April 2019.
  • China Jo-Jo Drugstores, Inc. (NASDAQ: CJJD), a leading Chinese retail and wholesale distributor of pharmaceutical and health care products.
  • China Pharma Holdings, Inc. (NYSE AMEX: CPHI), a Chinese maker of pharmaceuticals and nutritional supplements.
  • Color Star Technology Co., Ltd. (NASDAQ: CSCW), an education provider that provides performance support, music education services, and after-school education services.
  • Sino-Global Shipping America, Ltd. (NASDAQ CM: SINO), a non-asset based global shipping and freight logistics integrated solution provider.
  • Urigen Pharmaceuticals, a privately-held non-oncological urology treatment company.

Always up to speed on the latest industry regulations, trends, and developments, we also collaborate closely with our wider Corporate, M+A, and Securities + Corporate Finance teams to provide comprehensive services throughout a company's lifecycle, including our work serving as outside general counsel to numerous entities in a variety of industries.

Working collaboratively with attorneys in our Executive Compensation, ERISA + Employee Benefits Practice, we also help public clients design and implement stock repurchase programs, employee stock option plans (ESOPs), and other equity incentive plans.