Public Companies

Our Public Companies practice group serves as securities and corporate counsel to a wide array of NYSE, NASDAQ and other publicly traded companies. The group's experience includes securities law compliance, self-regulatory organization (SRO) listing requirements, corporate governance, tax, executive compensation, equity plans and requirements, state corporate law, broker-dealer, investment advisors and hedge funds.

We have served as regular outside securities and corporate counsel for Talbots, Inc. (NYSE), International Flavors & Fragrances, Inc. (NYSE), Linens n Things, Inc. (formerly NYSE), Valley National Bancorp (NYSE), Footstar Inc., Alpharma (NYSE), Dendrite International, Inc. (NASDAQ), Hudson United Bancorp (formerly NYSE), Peapack-Gladstone Financial Corp. (AMEX), 1st Constitution Bancorp (NASDAQ), Community Partners Bancorp (NASDAQ), Wyndham Worldwide (NYSE), EDO Corporation (NYSE) and Rayonier Inc. (NYSE).

We assist our public clients on a day-to-day basis with earnings releases and other public disclosures, Exchange Act reporting, securities offerings, private placements, Regulation FD and Regulation G matters, outlook issues, 8-K filings, blackout and securities trading issues, executive compensation, equity grants, 10b5-1 plans, stock exchange compliance matters, corporate governance and board committee charters, director independence issues, related person and controlled person transactions, disclosure controls and internal control matters, Special Committee representation and all other related securities issues.

We advise our clients on all aspects of Sarbanes-Oxley, including audit committee responsibilities and audit committee structure and procedures.

We also act as outside securities counsel for issuers and underwriters on a broad range of offerings. We represent issuers and underwriters in initial and secondary securities offerings, debt offerings, private placements, recapitalizations and rights offerings. We help our clients on specialized equity financings such as trust preferred securities and mutual-to-stock conversions. Additionally, we handle certificate of deposit programs, subordinated note issues, medium-term note programs and commercial paper and other forms of debt issuances for banks and financial institutions.

Our investment management clients include investment advisory firms, broker-dealers, real estate investment professionals, leveraged buyout groups, banking organization and other financial institutions. We provide advice on pre-formation strategy, organizational structure, regulatory compliance, compensation arrangements and document preparation for exempt funds of all kinds, including hedge funds, private equity funds, real estate investment funds, venture capital funds, and leveraged-buy-out funds. We guide our clients in navigating the complex matrix of state and federal law impacting exempt investment fund operations. 

We regularly interact with self-regulatory organizations in connection with compliance matters. We advise on corporate governance committee charters and responsibilities, responses to shareholder proposals and corporate watchdog inquiries and reports. In addition, we counsel our clients on relationships with institutional investors and ISS, internal investigations, governance measures and best practices and legal compliance programs.

We also advise on issues of state corporate law. We counsel our clients on charter and by-law issues as well as assist on corporate law issues related to shareholder proposals and other actions.

Our approach is to be "available" whenever needed, to be skilled advisors but with common sense, to understand your industry and to be responsive. Service is our mission.