Public Companies
We are a market leader in the region, serving as primary corporate and securities counsel to publicly traded companies.
Our public company team represents more than 20 publicly traded companies as primary corporate and securities counsel. These clients include two Fortune 500 companies and five companies with market capitalizations in excess of $1 billion, as well as many mid-cap, small-cap, and growing companies.
Our attorneys handle public and private offerings of equity and debt securities, IPOs, mergers and acquisitions, private equity transactions, venture capital financing, takeover defense planning, corporate governance matters, proxy contests, executive compensation, general corporate matters, and compliance with federal and state securities laws and the rules of national securities exchanges and markets.
Our clients are able to, and often do, realize efficiencies by consolidating other legal needs with the firm, such as tax, intellectual property, labor and employment, employee benefits, antitrust, and major litigation matters.
Jones Walker partners with executives and in-house counsel, advising on day-to-day operations and long-term strategic planning. The firm’s focus is always on building lasting relationships with our clients. As such, we have advised dozens of companies through decades of tremendous growth.
We regularly perform the following services for our public company clients:
- Handling registered and exempt public and private offering of securities, including initial public offerings (IPOs)
- Handling all forms of mergers, acquisitions, spin-offs, or comparable transactions
- Assisting with the preparation and review of 1934 Act periodic filings (e.g., Forms 10‐K, 10‐Q, and 8‐K) filed with the U.S. Securities and Exchange Commission and providing efficient and timely disclosure advice
- Reviewing press releases and other investor presentations
- Advising boards of directors, board committees, and management on fiduciary duties and matters of corporate governance, including satisfying requirements of national securities exchanges and the requirements of applicable state corporate laws, and responding appropriately to the concerns of stockholder activists and institutional advisory services
- Assisting with preparation for annual and special meetings of stockholders, including proxy or information statement preparation and review
- Structuring and implementing all forms of executive compensation programs and employment contracts, including tax and employee benefits issues, and reporting under Section 16 of the 1934 Act
- Advising with respect to the proper handling and approval or disposition of matters involving related parties or otherwise presenting potential conflict of interest concerns
- Reviewing and negotiating D&O insurance policies and preparing and advising on charters, bylaws, or contracts providing indemnification and exculpation protection to directors and officers
- Advice on, and implementation of, measures to protect against hostile or unfriendly takeovers
- Attending board and committee meetings, by client request, and preparing or reviewing minutes
- Developing and implementing corporate compliance policies and programs
- Counseling on affiliate and executive officer transactions in company securities, including Section 16 and Rule 144 implications
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- name
- Kenneth J. Najder
- title
- Partner
- phones
- D: 504.582.8386
- knajder@joneswalker.com
-
- name
- Dionne M. Rousseau
- title
- Partner
- phones
- D: 225.248.2026
- D: 504.582.8191
- drousseau@joneswalker.com