What We Do

Ulmer & Berne has extensive experience representing corporate issuers in connection with their corporate governance compliance issues under NYSE, FINRA and SEC rules. Our attorneys have the substantial years of experience needed to fully understand the complexities of today’s compliance landscape, including both law firm and in-house experience.

We provide our clients with top-tier advice in connection with periodic SEC filings (including 10-Ks, 10-Qs and 8-Ks), filings in connection with securities transactions by senior officials (Forms 3, 4 and 5), as well as compliance with the multitude of SEC, NYSE and Nasdaq corporate governance rules regarding board composition and independence, executive compensation disclosure and shareholder matters.

In addition, the aftermath of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 has already (and will continue to) spawn a new host of compliance requirements. Our attorneys are up to date on those developments and they provide our clients with hands-on, practical advice in a cost-effective timeframe.

Specifically, our attorneys have:

• Drafted periodic SEC filings for companies across the US in various industries, including communications, financial services, investment banking, real estate, automotive, investment management and home goods.
• Overseen securities law compliance for US and international equity benefit plans (including related filings).
• Provided in-house training for Foreign Corrupt Practices Act (FCPA) compliance programs; drafted comprehensive, tailored FCPA compliance policies; and advised clients on contractual protections and appropriate due diligence to insure FCPA compliance by foreign agents.
• Advised senior management on Section 16 reporting matters, including estate planning through trusts and bequests.
• Through past in-house experience, successfully coordinated with various departments within corporations, including Treasury, Investor Relations, Public Relations/Corporate Communications, Employee Benefits, Audit, Accounting and Finance. Such experience makes their integration into our clients’ business more seamless.
• Prepared and oversaw Rule 10b5-1 trading plans for senior management at various Fortune 150 companies.
• Advised senior management on corporate governance trends at various Fortune 200 companies.
• Drafted various corporate policies, including Codes of Conduct and insider trading and Regulation FD policies.
• Trained corporate legal departments (including General Counsels and senior securities and benefits counsels) regarding the latest developments in SEC rulemaking.
• Teamed with General Counsels and Corporate Securities to prepare agendas and materials for Boards and Committees.
• Prepared training manuals for directors on issues ranging from insider trading, independence, related person transactions and conflicts of interest.

With respect to shareholder matters, our attorneys have knowledge and experience in shareholder communications and concerns. They have:

• Successfully negotiated with shareholders for the removal of shareholder proposals and for favorable votes on company-sponsored matters at Annual Meetings.
• Drafted numerous Proxy Statements for Annual Meetings and for Special Meetings in connection with acquisitions, stock splits, and other corporate events.
• Advised various companies on potential shareholder reactions to executive compensation strategies.
• Advised many companies on shareholder proposals, including reviewing, analyzing, negotiating with the proponent and preparing no-action letter requests to the SEC.
• Advised numerous boards on takeover defenses and strategies for dealing with dissident shareholders.