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Public Companies

Faegre Baker Daniels provides a complete solution to the compliance and transactional needs of our public company clients. We represent more than 60 U.S. and 15 UK public companies across number of industries. Our clients range from companies that have just completed IPOs to mature Fortune 100 companies. We function as the primary outside legal counsel for some public company clients and as an adjunct to in-house legal departments for others.

Representative clients include:

  • Ameriprise Financial
  • Archer-Daniels-Midland
  • Bemis Company
  • Capella Education Company
  • Piper Jaffray Companies
  • The Spectranetics Corporation
  • Target Corporation
  • Wells Fargo

Our work with public companies is global in reach. From offices in the U.S., the UK and China, our lawyers assist clients in navigating the range of issues impacting public companies in worldwide markets, including cross border transactions, foreign issuers and foreign offerings. And when the situation calls for it, we are able to easily partner with top-rated local counsel in nearly every country in the world through our membership in Lex Mundi in order to meet our clients' needs.

Compliance Expertise

We provide our clients with practical advice regarding regulatory requirements, disclosure, and SEC and stock exchange compliance. We help public company clients to satisfy their regulatory and 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
  • Counseling clients on compliance with Sarbanes-Oxley and Dodd-Frank
  • Advising boards of directors and committees regarding governance and compliance matters
  • 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 creating Rule 10b5-1 plans
  • Preparing Forms 3, 4 and 5 for changes in ownership by insiders
  • Advising public company shareholders on reporting obligations and Schedule 13D and 13G filing requirements.
  • 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
  • Establishing governance documents that comply with current requirements and best practices
  • Structuring executive compensation plans to meet new legislative and regulatory requirements

Transactional Expertise

Capital Markets & Securities

We handle the full range of public and private offerings and related matters, including IPOs, follow-on public equity offerings, shelf registrations, registered direct and "at-the-market" (ATM) offerings, Rule 144A offerings and registered exchange offers, rescission offers, recapitalizations, leveraged buyouts, spin-offs, 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 of equity and debt securities. We also support our public clients in executive compensation matters, stock repurchase programs, and public market communications and trading.

In the UK, we advise our clients on such matters as rights issues, open offers and vendor placings, capital reorganizations and schemes of arrangement as well as the application of the City Code on Takeovers and Mergers and the Takeover Directive across Europe.

Mergers & Acquisitions

In merger and acquisition matters, we assist clients in negotiating letters of intent and advising board members of their fiduciary duties starting in the early stages of a merger, through negotiation, to closing of the transaction. Our deal team works closely with our experts in intellectual property, anti-trust, employee benefits, immigration, tax and other areas as needed, and we have the depth to simultaneously handle multiple transactions for a client. With our depth and expertise, we efficiently meet our clients' transactional objectives.

Corporate Governance

We provide sophisticated, practical advice to our clients on corporate governance best practices. We work with boards, in-house counsel and executive management of public companies to address the impact of complex, evolving laws and regulations on key business decisions, including fiduciary duties, board oversight responsibilities, standards of conduct, executive compensation, and Sarbanes-Oxley and Dodd-Frank compliance. When the need arises, we also guide clients through internal investigations related to known or suspected illegal or improper activity.

Contact



Amy C. Seidel, Minneapolis
+1 612 766 7769
Janelle Blankenship, Indianapolis, 96th Street
+1 317 569 4881
Douglas R. Wright, Denver
+1 303 607 3671
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