Public Reporting and Corporate Governance

Calfee’s Public Reporting and Corporate Governance practice offers a full range of corporate governance, Securities and Exchange Commission reporting and compliance, and capital markets services. We have a wealth of experience representing public companies, including NYSE and NASDAQ-listed issuers, as well as a strong history, unique in our region, of representing financial services providers such as banks, broker-dealers and investment advisors with respect to capital markets and securities and regulatory compliance matters. 

Members of the Public Reporting and Corporate Governance practice assist clients with public and private offerings of securities, regulatory compliance and reporting, proxy solicitations and proxy fights, takeover preparedness, tender offers and securities litigation before the Securities and Exchange Commission, self-regulatory organizations, and federal and state courts. We actively participate in the preparation and review of the various Exchange Act reports and related SEC filings of many of our public company clients.  We regularly advise the SEC reporting managers, executive officers and boards of directors of our clients regarding their SEC filing and public disclosure obligations and assist them with preparing disclosure appropriate for their profile and circumstances.  In advising on these matters, we pride ourselves on being thoughtful, thorough yet efficient, practical and, not least, responsive, particularly because time is often of the essence.  We also work with investment bankers in connection with fairness opinions, mergers and acquisitions, financings and other engagements. Given our group’s broad experience with the securities regulatory framework, members of the practice have also represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings, and have served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct.

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Our lawyers counsel clients on a wide variety of corporate governance matters, ranging from fundamental board and committee planning to fulfilling the detailed requirements of SEC and NYSE corporate governance rules and new legislative developments, such as the Dodd-Frank Act. In addition, we have considerable experience with executive, director and equity compensation arrangements, Institutional Shareholder Services (ISS) standards and many other SEC, PCAOB and NYSE matters impacting public company governance.

Our Securities and Capital Markets lawyers have extensive experience in advising public company directors on their evolving fiduciary duties in takeover settings and in working with financial advisors to assist in designing and implementing any one or more of the myriad of responses that might be appropriate in considering whether to pursue a potential sale transaction, or to protect the corporation against unwanted advances.

Beyond the Practice

Members of the Securities and Capital Markets practice routinely present at various seminars, as well regularly publish articles on various M&A, securities and corporate governance topics. The practice group count amongst its partners: an adjunct law professor on M&A at The Cleveland State University School of Law and member of the Board of Advisors and Editor of Corporate Counsel.net (John J. Jenkins); KPMG Audit Committee Institute Symposium Co-Chair (Douglas A. Neary); and a member of the NASDAQ Stock Market, Inc. Market Operations Review Committee, adjunct law professor on Law, Theory and Practice in the Financial Markets at Case Western Reserve University School of Law and author of a comprehensive four-volume treatise on state securities law (Robert N. Rapp).

 

  • Chart Industries, Inc. (public company representation)
  • FirstEnergy Corp. (executive compensations and select public company representation)
  • The Gorman-Rupp Company (public company representation)
  • Invacare Corporation (public company representation)
  • The J.M. Smucker Company (public company representation)
  • KeyCorp (select public company representation)
  • Old National Bancorp (public company representation)
  • Park-Ohio Holdings, Inc. (select public company representation)
  • RPM International Inc. (public company representation)