Faegre Baker Daniels advises public companies on a full suite of corporate matters. Our clients range from multinational enterprises to companies just completing initial public offerings. We counsel more than 55 U.S. public companies and more than 20 in the United Kingdom.

Corporate Governance

We advise public companies and their boards of directors on all aspects of corporate governance, including fiduciary duties, legal compliance, board oversight responsibilities, standards of conduct and Sarbanes-Oxley guidelines.

Disclosure Obligations

We help public clients achieve and maintain compliance with government and stock exchange reporting regulations by:

• Reviewing reports on Forms 10-K, 10-Q, 11-K and 8-K, and related press releases
• Preparing proxy statements, including Compensation Discussion and Analysis
• Responding to shareholder proposals related to annual meetings
• Reviewing earnings releases and compliance with Regulation FD
• Advising insiders on complying with Section 16, selling securities under Rules 144 and 145, and creating Rule 10b5-1 plans
• Preparing registration statements on Form S-8 and prospectuses for stock option and other employee benefit plans involving equity securities
• Counseling clients through the SEC review process and issue resolution

Equity and Debt Offerings

We handle all types of public and private offerings and related matters, including initial public offerings, follow-on public equity offerings, rights issues, open offers, vendor placings, registered exchange offers, rescission offers, recapitalizations, leveraged buyouts, spin-offs, Rule 144A offerings, shelf registrations and going private transactions. We provide expertise in public debt offerings such as medium-term note programs and equity-linked securities, as well as private placements.

Our professionals have counseled public clients on preparing and filing Forms 3, 4 and 5 for changes in ownership by insiders and have guided major charitable foundations and other public company shareholders on reporting obligations and Schedule 13D and 13G filing requirements.

We also support public clients in capital reorganizations and schemes of arrangement, executive compensation matters, stock repurchase programs, and public market communications and trading.

In the United Kingdom, we advise our clients on application of the City Code on Takeovers and Mergers, and on application of the Takeover Directive across Europe.