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SEC Reporting and Compliance

The SEC reporting and compliance practice at Skadden advises public and private companies, management, boards of directors and board committees on a full range of matters involving securities offerings and compliance and disclosure matters under the Securities Act of 1933, Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as the related SEC rules and the listing standards of the New York Stock Exchange, NASDAQ Stock Market and other stock markets. Chambers USA ranks Skadden as having one of the top securities regulation practices in the country.

A number of our lawyers have served as staff members of the U.S. Securities and Exchange Commission, holding senior management positions such as deputy director of the Division of Corporation Finance and chief of the SEC’s Office of Mergers and Acquisitions. One of the key services that members of this practice provide to our clients is the regular assistance of a consistent and dedicated team to prepare, review and advise on current and periodic Exchange Act reports, proxy statements and other filings made with the SEC. This approach allows our lawyers to remain current with the specific disclosure and compliance issues our clients are facing and to serve them in the most efficient and effective manner. Our team also works closely with attorneys in our corporate governance practice in areas where governance and compliance with securities regulation overlap.

Other services we provide to our clients have included:

  • advising on the legal impacts of sweeping regulatory reforms, including the Dodd-Frank Act and the Jumpstart Our Business Startups Act;
  • preparing and reviewing Securities Act registration statements;
  • developing and complying with insider trading policies;
  • reviewing drafts of quarterly earnings releases and investor presentations;
  • assisting with disclosure judgments and analysis, including potential financial statement restatement matters;
  • considering board of director and committee compliance matters, including working with the staffs of the national securities exchanges;
  • preparing and reviewing Regulation Fair Disclosure policies and assisting with related compliance;
  • advising on beneficial ownership (Schedule 13D/G) and short-swing profit (Forms 3, 4 and 5) reporting and compliance;
  • drafting no-action and exemptive letter requests to SEC staff, including requests related to shareholder proposals; and
  • assisting with auditor independence issues and other accounting-related disclosure questions.