Counsel for the obligations that come with public ownership: SEC reporting, disclosure, proxy and governance, and the insider controls that keep a listed issuer current with its regulators, its board, and its shareholders.
A large accelerated filer has 60 days after its fiscal year ends to file the Form 10-K, an accelerated filer 75 and every other reporting company 90; the quarterly report is due at 40 or 45 days. Between them, a material event starts a four-business-day clock to a Form 8-K, and a director's sale goes on a Form 4 by the end of the second business day. Public-company counsel is the keeping of those clocks and of the record that they were kept.
The filings are read together. A risk factor that contradicts the earnings call, or a proxy describing a committee the bylaws never created, turns a routine review into a comment letter, and Sarbanes-Oxley requires the SEC to review every reporting company at least once every three years. Each filing is drafted against the last, and against what management has said since.
Governance is judged the same way. The exchanges require a majority-independent board and fully independent audit and compensation committees, and the proxy must say who is independent and why. We build the board's record on ordinary days rather than reconstruct it for a hard one.
Annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, drafted, reviewed, and calendared so a reporting company stays accurate, timely, and consistent across every filing.
Disclosure controls and procedures, risk-factor drafting, and management's discussion and analysis, written so the narrative around the numbers withstands SEC review and tells one coherent story.
Proxy statement preparation, say-on-pay and shareholder-proposal handling, and the annual-meeting process, the disclosure and procedure that put a board's recommendations cleanly before the shareholders.
Fiduciary-duty advice, committee charters and composition, independence analysis, and the governance policies that exchanges and investors expect, documented so a board decision holds up under later examination.
Insider-trading policies, blackout windows, Rule 10b5-1 trading plans, and Section 16 ownership reporting with short-swing analysis, in a documented program that keeps directors, officers, and large holders compliant.
Ongoing stock-exchange listing standards for existing issuers, and the governance, controls, and disclosure infrastructure a private company needs to put in place before a registration or alternative listing.
Form 12b-25 buys fifteen calendar days on a 10-K and five on a 10-Q, and the notice itself is public. Miss the extended date and the company loses Form S-3 eligibility for twelve months: no shelf, no quick follow-on until the clock resets.
Filings are read against each other. A risk factor, an earnings narrative, and a proxy disclosure that disagree invite a comment letter, so each document has to be consistent with the last as well as accurate on its own.
Courts defer to a board that was informed, disinterested and acting in good faith, and they test the first condition against the record: the materials circulated, the time on the agenda, the questions in the minutes. A thin minute book turns a protected decision into a litigable one.
Section 16 and insider-trading rules reach routine transactions by directors, officers, and large holders. A clear policy, blackout calendar, and 10b5-1 plan keep a normal sale from becoming an enforcement question.
A registration statement needs two years of audited financials for an emerging growth or smaller reporting company and three for a larger issuer, so the auditors come before the bankers. A draft can be submitted confidentially, but it must be public at least fifteen days before the roadshow.
The Division of Corporation Finance posts its comment letters and the company's responses on EDGAR once a review closes, no sooner than twenty business days after. Every answer is drafted for two readers: the Staff reviewer today, and the plaintiff's lawyer who searches the correspondence later.
Before the fiscal year opens, we map the reporting calendar, the 10-K, three 10-Qs, the proxy, and earnings dates, and pressure-test disclosure controls and the disclosure committee charter so every filing has an owner and a sub-certification trail before anything is due.
Each quarter runs the same disciplined loop: earnings release and script review, MD&A drafted against known trends and uncertainties, audit-committee walkthrough, CEO/CFO certifications, and the 10-Q on file. Between quarters, Form 8-K triggers are watched in real time.
We build the proxy statement, including compensation disclosure, director bios, shareholder proposals, and any no-action correspondence with the SEC Staff, steer the annual meeting mechanics, and manage engagement with proxy advisors and institutional holders.
When the Division of Corporation Finance writes, we manage the response cycle: framing positions, deciding what changes prospectively versus by amendment, and folding the Staff's views back into next year's controls so the same question never arrives twice.
A public company is never between filings, only between deadlines.
Hart David Carson LLP advises listed and going-public issuers on the obligations that come with public ownership: SEC periodic and current reporting, disclosure controls, proxy statements and the annual-meeting process, board and committee governance, insider-trading and Section 16 compliance, and ongoing stock-exchange listing standards. The work keeps a public company current with its filings and defensible in front of its regulators, its board, and its shareholders.
The annual report on Form 10-K, three quarterly reports on Form 10-Q and a Form 8-K within four business days of any listed triggering event, which since 2023 includes a cybersecurity incident the company has determined to be material. Around those sit the proxy statement, the Section 16 reports for directors and officers, and the Schedule 13D or 13G filings of anyone who crosses five percent. The 10-K now also files the insider trading policy as one exhibit and the clawback policy as another, so the governance documents are themselves disclosure. We keep the calendar, draft the filings and reconcile each one against the last.
We advise the board and its committees on fiduciary duties, independence and committee composition, disclosure controls and procedures, and the governance policies that exchanges and investors now expect. The record should show that the board asked the right questions and documented the answers, so a decision holds up if a shareholder, a regulator, or a court later examines it.
Yes. A Rule 10b5-1 plan adopted by a director or officer now waits through a cooling-off period before the first trade, the later of 90 days or two business days after the next 10-Q or 10-K, capped at 120 days, and overlapping plans are generally prohibited. Section 16 adds its own arithmetic: any purchase and sale by an insider within six months lets the company recover the profit, whatever the insider knew. We draft the policy and the plans, run the short-swing check before a trade rather than after, and file the Section 16 reports on time.
Yes, and the sequence matters. The audit comes first, because the registration statement needs two or three years of audited financials depending on the company's size. Then the board: a majority of independent directors within a year of listing, an audit committee that is fully independent by then, and a compensation committee to match. An emerging growth company, one with under $1.235 billion in revenue, can phase in several of these requirements and is excused from the auditor's attestation on internal controls for up to five years. We map which accommodations the company qualifies for and which it should decline, since investors read the choice.
We advise on federal and state securities compliance and disclosure, and we represent clients in matters before the SEC. We speak for the company in front of the agency and never for the agency itself, responding to comment letters, managing inquiries, and positioning disclosure so the company's filings answer the questions a regulator is most likely to ask.
Board structure, fiduciary duty, shareholder arrangements, and federal and state securities compliance for companies whose financial instruments are subject to evolving SEC rules.
Explore →Buy-side and sell-side deal counsel, with structuring, diligence, negotiation, and documentation for transactions where a public company's disclosure and governance are in play.
Explore →Counsel on SPAC combinations and alternative routes to the public markets, the structures companies use to list outside a traditional registered offering.
Explore →Board and management advice for engagements with activist investors, covering preparedness, response strategy, and the governance posture that anticipates a campaign.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.