Preparing Proxy Statements and Annual Reports: Navigating New SEC Rules, Developments in Disclosures and Governance

Mr. Juergens is a member of the firm’s Capital Markets, Insurance, and Private Equity Groups. His practice focuses on securities laws, representations of issuers and financial intermediaries in capital markets transactions, and providing public companies with advice on corporate governance matters and compliance with SEC and stock exchange rules and regulations. Mr. Juergens is currently the Vice-Chair of the Securities Law Opinions subcommittee of the Federal Regulation of Securities Committee of the ABA and a member of the Law360 Capital Markets Editorial Advisory Board. He is a frequent author and speaker on legal developments affecting the capital markets and insurance and private equity industries. 

Mr. Levi is a partner in the Firm's Capital Markets Group and a founding member of its Public Company Advisory Group. He counsels management and boards of U.S. publicly traded companies on a day-to-day basis, across issuers ranging widely in size (from S&P 500 companies to micro-caps), industry and home country. In this practice, Mr. Levi advises on corporate governance, compensation disclosure, periodic reporting to the U.S. Securities and Exchange Commission (including annual, quarterly and current reports), ongoing compliance with U.S. federal securities laws and the rules of major U.S. stock exchanges, registration statements on Form S-8, proxy advisor/investor policies, board and committee independence, auditor independence and auditor changes, insider trading, Rule 10b5-1 and Regulation FD questions, share repurchase programs, and shareholder activism. In addition, he leads companies through the corporate governance aspects of listing in the United States, including setting up policies and procedures for being a public company. Mr. Levi is expert in the complex beneficial ownership reporting and liability regimes under Sections 13(d) and 16 of the U.S. Exchange Act, and works with investment funds, private equity sponsors, hedge funds, state-owned entities, sovereign wealth funds, and high net-worth individuals, as well as insiders at U.S. companies, on structuring and reporting investments based on these requirements. He also has a track record for successfully assessing and winning securities regulatory rulings and no action requests with the SEC with regard to shareholder proposals under Rule 14a-8 and other regulatory matters. Trained as a general capital markets attorney, Mr. Levi additionally has experience representing issuers and banks in a range of transactions, including registered offerings and Rule 144A/Reg S offerings/liability management.

Mr. Pedersen’s practice focuses on a broad range of capital markets transactions, regularly representing issuers, private equity firms and underwriters in public and private offerings of debt and equity securities, and advising public and private companies on securities laws, disclosure, corporate governance and general corporate matters.