PUBLIC COMPANY REPRESENTATION

Since Silicon Valley's formative years, Wilson Sonsini Goodrich & Rosati has held an established position as the leading law firm provider to innovative enterprises. As the firm's attorneys nurtured promising start-ups through the business life cycle, many of them opted to go public, with WSGR acting as issuer's counsel in the resulting initial public offering. In fact, this progression, combined with the firm's representation of underwriters in IPOs, helped WSGR become the premier enterprise counsel to technology and other growth industries and the top-ranked law firm in annual IPO issuer's counsel and financial advisor rankings.

Similarly, the evolution of the firm's clients from privately held to public companies is one reason why WSGR has been successful in building a respected, top-ranked public company practice. The firm has more than 300 public company clients and a sterling reputation as an advisor to corporations, boards of directors, and board committees. Since 2003, directors of publicly traded U.S. corporations consistently have ranked WSGR among the nation's top law firms, according to the annual survey conducted by Corporate Board Member magazine and FTI Consulting.

Experience

WSGR has the experience that boards of directors, senior management, and in-house attorneys need to help them thrive in a global business market characterized by aggressive competitors, rapid change, and stiff regulatory demands. The following points summarize our expansive corporate law experience:

  • We have earned a reputation for corporate practice excellence by providing sound, proactive advice to clients on state and federal securities laws, stock exchange regulations, and general corporate law.
  • We have an equally experienced and sophisticated governance practice that advises public company clients on all aspects of governance counseling, including board and board committee composition, process, and independence.
  • The firm's office in Wilmington, Delaware, gives corporate clients access to leading practitioners who are expert on key issues of Delaware law, which is of paramount importance to companies incorporated in the state.
  • Our corporate practice consists of attorneys who are former senior officials at major regulatory and judiciary bodies in the areas of governance, compliance, and corporate best practices, including:
    • Chancellor of the Delaware Court of Chancery
    • Chair of the NYSE Commission on Corporate Governance
    • Chairman of the NYSE Enforcement and Listing Standards Committee
    • Co-chair of the NASDAQ Listing and Hearing Review Council
    • Member of the SEC Advisory Committee on Smaller Public Companies
    • Member of the Advisory Board of the Securities Regulation Institute

Comprehensive Scope of Services

WSGR has the comprehensive, integrated range of services public companies need. The firm's attorneys advise on core corporate and securities law matters, including reporting and disclosure requirements (SEC, NYSE, and NASDAQ), audit and compensation committee matters, and compliance with corporate governance statutes, including Sarbanes-Oxley, Dodd-Frank, and Delaware General Corporate Law.

The firm has sophisticated transactional practices to assist companies as they grow and evolve. When our corporate clients seek additional capital, our corporate finance attorneys help them complete equity, debt, and structured finance transactions. As our corporate clients expand, they rely on the firm's finance, M&A, IP, technology transactions, tax, and real estate practices, among others. The firm's attorneys have also handled numerous spin-off and going-private transactions on behalf of public company clients.

In addition, WSGR has practices that help companies manage people, products, and processes, so they can stay on track operationally. The firm has experienced employment, executive compensation, and employee benefits attorneys who help public companies attract, retain, and manage talented executive and staff professionals.

The firm's IP and trade secret practices protect the valuable, innovative products and business processes that commonly form a company's foundation. As ideas and innovations develop, our attorneys provide strategic patent and trademark counsel. The firm also helps entities manage larger, global IP portfolios, including patent and trademark filings and maintenance in U.S. and non-U.S. markets. Further, WSGR's attorneys advise companies on how to retain their IP rights and trade secrets as employees leave their organizations.

As public companies grow, unfortunately, they often become involved in a proportionately larger number of business disputes. Our attorneys have successfully represented companies engaged in litigation with competitors, suppliers, service providers, employees, and other entities, with disputes ranging from private antitrust lawsuits to high-stakes patent litigation. We have also successfully defended companies in class actions, including antitrust, consumer, and securities litigation matters. In addition to representing companies in federal and state courts throughout the U.S., our attorneys represent public companies in arbitrations and mediations.

The firm's public company clients are frequently larger, shareholder-owned entities subject to scrutiny by private parties and governmental regulatory agencies. WSGR has represented companies and boards in shareholder control contests, proxy fights, and unsolicited takeover initiatives, building an impressive track record of favorable results over the past three decades. The recent rise in shareholder activism has given WSGR the opportunity to defend companies against activist campaigns. The firm has been equally successful in this area. In recent years, WSGR was ranked among the top legal advisors in the U.S. for company defense in shareholder activist matters by FactSet/SharkRepellent.

As to governmental scrutiny, WSGR has advised corporate clients in scores of proceedings involving federal and state regulatory agencies, particularly the FTC, the SEC, and their state equivalents. The firm has successfully defended clients against claims of anti-competitive behavior, consumer fraud, privacy law violations, cybersecurity breaches, and securities law infractions. Furthermore, as regulatory pressures have increased with respect to the exportation of goods to (and business conduct in) global markets, the firm's attorneys, many of whom previously held positions with the SEC, DOJ, and other agencies, have advised clients facing government inquiries and/or investigations. Our attorneys have also conducted numerous internal investigations initiated by boards or audit committees to identify potential or past problems.

Depending on each public company client's needs, the firm may have a more active role in day-to-day operations and function as an integral part of company management, providing legal advice and business counsel on all ongoing operations. Alternatively, the firm may have a less active role, participating as a situational advisor that consults with in-house legal counsel and executive teams regarding strategic corporate decisions.

Capacity

With more than 700 attorneys, WSGR has the capacity to meet the needs of public companies, from Fortune 1000 enterprises to multinational corporations.

Strategic Locations

The firm's offices are located in key technology, business, and regulatory hubs across the United States, China, and Europe. In the U.S., WSGR's East Coast offices in New York, Washington, D.C., Boston, and Wilmington, Delaware, are often strategically important to the firm's publicly held clients.