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Publicly Held Companies
Stoel Rives corporate lawyers have extensive experience in mergers and acquisitions, debt and equity financing, SEC periodic reporting, tender offers and takeover attempts, and other extraordinary corporate transactions involving public companies. Our lawyers also advise public companies on a wide range of board of directors, compensation, corporate governance, corporate control and other corporate policy issues. Our public company clients are in software, hardware and other electronics, biotechnology, utilities and energy, forest products, mining, retail, restaurants, equipment rental, manufacturing and other industries.
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Typical Services Provided in a Public Company Representation
Corporate and strategic counseling
- Strategic business advice, including growth strategies, financing alternatives and sensitive policy issues
- Board of director meeting issues
- Corporate conduct codes and policies
- Corporate control mechanisms, including shareholder rights plans, change of control agreements and staggered boards
- Corporate structure issues
- Executive employment and severance arrangements
Securities law reporting obligations and compliance
- Earnings releases
- SEC current (8-K), quarterly (10-Q) and annual (10-K) reports
- Proxy statements and annual and special meeting issues and documentation
- Stock ownership and trading (Section 16 compliance, insider trading rules, Rule 10b5-1 Plans)
- Stock exchange rules and regulations
- State securities law compliance
Executive and employee compensation
- Employee stock option plans
- Nonemployee director plans
- Broad-based employee stock purchase plans
- Executive performance plans (including plans qualified for IRC § 162(m) exceptions)
- Deferred compensation plans
Corporate finance and capital formation
- Public and private offerings of equity and debt securities
- Credit agreements, swaps and synthetic leases
Corporate transactions
- Mergers and acquisitions
- Joint ventures and partnerships
- Tender offers
- Divestitures
- Recapitalizations
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