Securities and Corporate Governance

Overview

Honigman’s Securities and Corporate Governance Practice Group provides a wide range of advice on securities laws, corporate governance and related matters to a broad spectrum of clients in numerous industries and jurisdictions. Chambers USA: America’s Leading Lawyers for Business recognizes the firm as the leading practice in Michigan in this area stating, “The group has a leading reputation for M&A, in addition to venture capital, securities and corporate governance.”

We provide value to our clients ranging from smaller reporting companies and emerging growth companies to large accelerated filers and well-known seasoned issuers. There is no “one size fits all” model for compliance with securities and corporate governance matters. Our expertise and commitment to the practice ensures we can be practical in recommending best practices that make sense for your company in the context of evolving regulation and market practice. We partner with our clients and fully invest ourselves in learning their businesses to ensure that the business drives compliance decisions. We pride ourselves on our efficiency, practicality, client service and depth of knowledge.     

We advise our clients with respect to reporting obligations applicable to public companies, including the preparation and filing of various reports with the Securities and Exchange Commission and the stock exchanges, including Forms 10-K, 10-Q  and 8-K, press releases, Section 16 reports, Schedules 13D and 13G, annual reports and proxy statements and Form S-8. We work proactively with our clients to establish and maintain disclosure policies and procedures to ensure that all reporting obligations are satisfied.

We have extensive experience representing issuers in capital market transactions, including initial public offerings, secondary public offerings of common and preferred equity and debt, Rule 144A/Regulation S offerings and other private placements, as well as tender offers, exchange offers, consent solicitations, amendments and waivers. We also advise selling stockholders, underwriters and broker-dealers in related matters.

We represent public companies in acquisitions of public and private companies, dispositions, tender offers, strategic alliances, joint ventures and mergers, as well as assist in defending against unsolicited bids. 

We regularly advise clients on the governance and compliance requirements of the Securities and Exchange Commission, the New York Stock Exchange, the Nasdaq Stock Market and other applicable state and federal laws. We also regularly advise private entities on governance matters. Our Securities and Corporate Governance Practice Group works closely with professionals from our litigation, tax, employment, employee benefits and social media practices to provide advice regarding the governance of public companies and the evolving responsibilities of their directors and senior management. 

We have broad experience in corporate governance, including:

  • Advising boards of directors and committees of boards of directors regarding structure, composition, procedures, and functions of boards of directors and committees, including the enhanced role of audit, compensation and nominating and corporate governance committees, director independence, and independent board chairs or lead independent directors
  • Establishing and modifying of governance policies and procedures to comply with current requirements and best practices, including charters, bylaws, board committee charters, governance guidelines, codes of conduct, insider trading, self-evaluation systems, disclosure controls and certification systems, and risk management
  • Designing and structuring equity and benefit plans, and other executive and director compensation plans and programs, to meet corporate goals, legislative and regulatory requirements, and shareholder and proxy advisory firm guidelines  
  • Assisting in corporate structuring in preparation for, and governance implications from, capital markets, M&A and other transactions
  • Advising companies, boards, committees and individual directors in the context of shareholder demands and proxy proposals, related party transactions, change in control transactions, auditor changes, executive and director succession planning, financial reporting irregularities and restatements, and shareholder or other litigation matters
  • Conducting internal investigations on behalf of companies, boards of directors, audit committees and special committees, and responding to informal and formal Securities and Exchange Commission, stock exchange or other investigations, including foreign corrupt practice inquiries and investigations

Representative Public Offerings

Agree Realty Corporation $110 million Equity Offering May 2016Vince Holding Corp. - Rights Offering with Backstop CommitmentAgree Realty Corporation $53 million Equity Offering Dec2015Conifer Holdings Inc. Quicken Loans May 2015 - High Yield Bond Offering

NYSE-listed company - At Market Offering May 2015NYSE-listed company - Senior Unsecured May 2015Diplomat $285,000,000 March 2015NYSE-listed company - Common Stock Dec 2014RAMCO - Senior Unsecured Notes Nov. 2014

Diplomat October 2014RAMCO - Common Stock - Aug. 2014WOW July 2014Sunshine Heart - $40,000,000 - At-The-Market OfferingGreektown - March 2014

Ramco - Nov 2013ForeseeCovisint - Sept 2013Sunshine Heart Sept 2013RAMCO - 8,000,000 Shares At-The-Market Offering

WOWSunshine Heart April 2013Ramco - March 2013Taubman March 2013Gentherm Feb 2013

Sunshine Heart Jan 2013Taubman Dec 2012Ramco September 2012Taubman Aug 2012Taubman Aug 2012 - 193

Ramco May 2012Motor CityRAMCO - 3,000,000 Shares At-The-Market OfferingGentherm Mar 2012Rock

AEPTaubman June 2011RamcoGentherm March 2011

Our Practice Group works closely with professionals from the following practice areas to provide advice regarding the governance of public companies and the evolving responsibilities of their directors and senior management.

News & Resources

News

Press Releases

Events

Publications