Public Companies

Gerald Quirk, Fred Callori, John Pitfield, Jim McDaniel, Bill Asher, Bob Jahrling

Team

Publications & Events

John Pitfield Profiled in Securities Law360

Public Companies Can Use Social Media for Key Company Announcements as Long as Investors Are Notified in Advance

Act Now to Comply with Compensation Committee Rule Changes

Michael Gass Speaks on Employing a Functioning Special Committee

Diana Lloyd, Michael Gass, Jack Cinquegrana and Stuart Glass on Whistleblower Trends in Law360

ISS 2013 Policy Updates Affecting US Public Companies

Michael Dube, Michael Gass and William Asher on the Fiscal Cliff in Law360

The “Fiscal Cliff”: Look Before You Leap into a Securities Litigation Trap

Robert Jahrling and Michael Gass on Special Committees in Law360

$104 Million Whistleblower Award Could Be an Indication of Things to Come

William Asher Speaks on JOBS Act at Harvard Roundtable

SEC Adopts Disclosure Rules Regarding Conflict Minerals

Michael Gass and Stuart Glass on Future LIBOR Litigation in Corporate Counsel

Michael Gass Quoted in Forbes on SEC's Plan to Track Trades

SEC Adopts Final Compensation Committee Independence Rules

Jack Cinquegrana and John Baraniak on Reg FD and Social Media in Law360

JOBS Act Eases Restrictions on Capital Raising for Smaller Companies and Private Fund Sponsors, Creates IPO On-Ramp for Emerging Growth Companies

ISS Issues 2012 Corporate Governance Updates

Federal Court Strikes Down the SEC's Proxy Access Rule

SEC Adopts Say-On-Pay Rules

SEC Stays New Proxy Access Rules

New Rules on Broker Non-Votes and Executive Compensation

SEC Adopts Proxy Access Rules

Michael Gass, William Gelnaw and Frederick Callori on Going Private Deals Involving a Controlling Stockholder in Securities Law360

Recent Delaware Decision Imposes Tougher Standards for Controlling Stockholder Freeze-Out Transactions

Bill Asher and Mike Gass on Risk Oversight in Post-Crisis Economy

Senate Passes Financial Reform Bill

RiskMetrics Replaces Corporate Governance Quotient with Governance Risk Indicators

Arthur Meyers and John Pitfield Speak on SEC’s New Rules

Proxy access and executive compensation legislation proposals will soon alter public company corporate governance standards

Immediate action needed for employee stock purchase plans

Choate Co-Sponsors Roundtable on Reinventing the Corporate Director

Choate Co-Sponsors Event Covering Trends in Executive Compensation

William Asher and Frederick Callori on New Executive Compensation Rules

SEC Proposes New Rules for Executive Compensation and Corporate Governance Disclosure

Elimination of Broker Discretionary Voting for Directors has Major Implications for Corporate Elections

Small cap companies may be vulnerable to threat of takeovers in current economic climate

The push for shareholder access to proxy statements

Choate Sponsors Seminar on Strategic Use of Data

SEC adopts XBRL rules

Proxy and Compensation Disclosure Amid Economic Uncertainty: Practical Guidance for 2009

Brian Carr on Public Company Disclosure Requirements

William Asher Speaks on Corporate Governance in a Troubled Economy

Advance Notice Bylaws: Review Advised in Advance of 2009 Proxy Season

Choate Sponsors Periscopes Up: Managing Your Company in Turbulent Economic Waters

SEC Provides Guidance on the Use of Company Websites

Choate Co-Hosts Event Focused on Communication Issues Public Companies Face

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  • The JOBS Act makes significant changes to US securities laws and aims to make it easier for smaller companies to raise capital in the US.  Read more...

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    Choate represented client SeaChange International (NASDAQ:  SEAC) in its interactions with Ramius Group, an activist investor.  Prior to SeaChange’s 2010 annual meeting of stockholders, Ramius approached SeaChange regarding the addition of Ramius nominees to SeaChange’s board of directors.  Choate worked with SeaChange to assess its then-current stockholder base and the possible range of outcomes of a proxy contest.  SeaChange then entered into two agreements with Ramius:  the first in June 2010, whereby two Ramius-identified candidates were elected to the SeaChange board; and the second in December 2010, whereby a third Ramius-identified candidate was elected to the SeaChange board and an independent advisory committee of the SeaChange board was formed to oversee a review of strategic alternatives.  In November 2011, SeaChange announced its intent to remain a standalone public company, focusing on improving and streamlining operations, while continuing to evaluate alternatives for certain non-core businesses.

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    With a presence in 40 major cities nationwide, Yodle is the fastest growing local online advertising company in the US.  Choate attorneys have advised Yodle, headquartered in New York City, since shortly after founding and throughout the company’s development, beginning with the Series A investment by Bessemer Venture Partners.  As the company’s outside general counsel, Choate attorneys have represented Yodle through several follow-on rounds of equity and debt financing and for a wide range of general corporate matters, including Yodle’s acquisition of ProfitFuel, a national online advertising company based in Austin, Texas aimed at small businesses.  Yodle was recently named to Forbes’ “Most Promising Companies” list.

 

Public Companies

"this is a team that places a real emphasis on relationships; clients of all sizes enthused about the attention they received and likened the relationships to those with in-house counsel"

Chambers USA

Sophisticated, Comprehensive Public Company Practice

Comprehensive and sophisticated public company practice delivering targeted and practical advice that complements in-house resources and takes into account big-picture business goals.

Seasoned Public Company Guidance

Decades representing issuers from small-cap companies to seasoned NYSE listed issuers to underwriters, investors and selling securities holders:

  • Achieve objectives cost-effectively and on-time
  • Resolve problems early
  • Guide negotiations
  • Effectively interface with SEC
  • Avoid pitfalls
  • Know what’s market
  • Mitigate risk

Special Counsel to Boards of Directors & Special Committees

Business-oriented, trusted and independent corporate advice to public companies and their boards, sensitive to company and industry specifics.  Address difficult issues in constructive and efficient manner. 

Transactional Expertise

Experts in public company offerings and transactions:

  • 144A offerings
  • Cross-border offerings
  • Equity and debt securities offerings
  • Exchange offerings
  • Follow-on public securities offerings
  • Going private transactions
  • Initial public offerings
  • M&A and other transactional work
  • Open market share repurchases
  • PIPE transactions
  • Registered direct offerings
  • Tender offers
  • Universal shelf offerings

ERISA & Executive Compensation

Regularly advise senior management, compensation committees and boards on all aspects of executive compensation:

  • Formulating equity- and cash-based plans
  • Preparing SEC disclosures
  • Optimizing tax benefits
  • Crafting arrangements – severance, retention, change in control, deferred compensation
  • Troubleshooting ESPP administration problems
  • Implementing cutting-edge performance-based compensation programs

Blue Chip Clients

Transactional, regulatory compliance and corporate governance advice to
public companies, boards of directors and special committees, including:

  • Agenus
  • Alkermes
  • American Power Conversion
  • Avid Technology
  • Avis/Budget Group
  • Bio-Key International
  • Blackberry
  • Datawatch Corporation
  • Forrester Research
  • Haemonetics Corporation
  • Independent Bank Corp
  • Kronos
  • Nevada Power Company
  • Novell
  • NV Energy
  • Parametric Technology Corp
  • Pegasystems
  • SeaChange International
  • Sierra Pacific Power Company
  • Teradyne

SEC Reporting & Compliance

Counsel clients on compliance and reporting obligations, including:

  • ‘34 Act reporting
  • Shareholder activism
  • Proxy statements
  • Disclosure issues
  • Shareholder communications

Capital Markets Leader

Lawyers have represented blue chip underwriters in debt and equity, including:

  • Bank of America Merrill Lynch
  • Barclays
  • Canaccord Genuity
  • Citigroup Global Markets
  • Deutsche Bank
  • Goldman Sachs
  • JP Morgan Chase
  • Morgan Stanley
  • Needham & Co.
  • RBC Capital Markets
  • SG Cowen Securities
  • Stifel Nicolaus Weisel
  • UBS Securities
  • William Blair

Leading Securities Litigation Practice

Leading litigation practice representing public companies and directors and officers in securities fraud cases across US, including:

  • Internal investigations
  • SEC and FINRA investigations
  • Class actions
  • Derivative suits
  • Financial fraud
  • FCPA compliance
  • Criminal investigations

Industry Breadth

Industry experts in:

  • Clean-Tech
  • Consumer Products
  • Energy
  • Healthcare
  • Life Sciences
  • Medical Devices
  • Technology
  • Telecommunications
 

Thank you for reaching out to contact Choate. Before you send your message, we wanted to make sure you are aware of the following. Please do not send any confidential information in response to this link. Sending an e-mail to Choate does not give rise to an attorney-client relationship, and will not be deemed to disqualify Choate from undertaking any engagement for a current or future client.  Before any attorney-client engagement may be formed, Choate will need to check for possible conflicts of interest, you will need to consider whether you wish to retain Choate as counsel, and we will need to consider whether we wish to accept the potential engagement. In the meantime, Choate reserves the right to represent parties with interests adverse to you.

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