Corporate Governance & Securities Regulation

Securities regulation governs how financial instruments such as bonds, stocks, and other securities are issued, traded, and disclosed under federal and state law. Corporate governance addresses how a company is run internally: how power is balanced among directors, board members, managers, and shareholders, and how their conduct is held to standards of integrity and accountability. The two overlap constantly, because disclosure obligations and governance practices both shape how a company answers to its stakeholders and to regulators.

Securities are governed by an evolving framework of federal and state law, with the SEC setting much of the federal standard for issuance, trading, and disclosure. We help companies map which requirements apply to their instruments and activities, and we represent clients in matters before the SEC where a regulator is involved. State securities ("blue sky") regimes can apply alongside the federal rules, so the analysis is rarely a single statute.

Because the rules change on short cycles, and recent ones changed documents companies had treated as settled. Since 2022 the SEC has imposed cooling-off periods on Rule 10b5-1 trading plans, required listed companies to adopt clawback policies and cut the Schedule 13D deadline to five business days. Delaware amended its corporation statute in 2024 to permit stockholder agreements that its Court of Chancery had just held invalid. A compliance program reviewed once a year misses most of this, so ours is keyed to effective dates, and each change ends as a redline to a named policy or a date on the filing calendar.

A set of documents, each with a job. The certificate of incorporation and bylaws, including the advance-notice and forum-selection provisions that decide where and how a fight happens. Committee charters, with an audit committee that meets the independence test of Rule 10A-3. A delegation-of-authority matrix that says who may sign what. Policies for insider trading, Regulation FD and related-person transactions above $120,000. Annual D&O questionnaires, and a minutes practice that records deliberation rather than conclusions. The test of the framework is whether a new general counsel could find all of it in a week.

The consequences are specific rather than general. A late periodic report costs Form S-3 eligibility for twelve months once the Rule 12b-25 grace period is spent, and the exchange sends a deficiency notice that is itself disclosed. Delinquent Section 16 reports must be named in the proxy statement, insider by insider. Late Schedule 13D filings have drawn SEC penalties in sweeps aimed at exactly that. A failed private-placement exemption gives every purchaser in the round a one-year right to rescind. On the governance side, a board without a record defends a derivative suit on memory. We work from that list backward, so each item has an owner and a date.

With a calendar rather than a subscription. SEC rules carry effective dates and compliance dates, often a year or more apart, and Delaware's annual amendments to its corporation statute typically take effect on August 1. We keep both on the company's calendar, and each entry names the policy, charter or filing it touches. The D&O questionnaire is refreshed every year before the proxy, the insider-trading policy is re-read against the 10-K exhibit requirement, and the board calendar is rebuilt each autumn. Nothing in the program is maintained by remembering to.