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Securities & Corporate Governance

Our securities and corporate governance attorneys advise on the complete range of issues management and directors face in a complex governance environment marked by a recent uptick in lawsuits challenging board oversight. We work with key decision-makers to identify and manage risks; develop compliance programs to address changes in the law and regulatory climate; and institute corporate policies, codes of conduct and business ethics. We also advise public companies on the compliance aspects of securities laws under the Dodd-Frank Act, the Sarbanes-Oxley Act and related rules adopted by the SEC and stock exchanges.

We work collaboratively with in-house personnel and outside auditors and advisors, playing a critical role in the preparation of periodic reports, proxy statements and market communications necessary to satisfy our clients’ disclosure obligations. We likewise provide counsel on complex fiduciary duty issues related to director independence, conflicts of interest, and other situations where the interests of executives, directors, affiliated parties, and shareholders may diverge.

Key Contacts

Neil Ganulin Profile Image
Neil Ganulin


Cincinnati, OH

James A. Giesel Profile Image
James A. Giesel

Practice Group Leader

Louisville, KY

Alan K. MacDonald Profile Image
Alan K. MacDonald


Louisville, KY

How We Help Clients

Reporting & Disclosure Obligations

We have significant experience handling SEC filings, earnings releases and additional investor relations communications for equity offerings, private placements of securities, “angel” financings and venture capital deals. Our roles range from being counsel on all securities and transactional matters for some clients, to working collaboratively with in-house legal departments, to serving as special counsel to boards of directors and board committees.

SEC Regulations & Enforcement Actions

Our team assists clients with offerings of equity and debt securities, public reporting and compliance with all related SEC regulations as well as the national stock exchange rules. Whenever state and federal securities laws are in play, we work closely with clients to develop appropriate compliance solutions, along with effective strategies for responding to SEC inquiries and other enforcement actions.

Governance Materials & Best Practices

We provide strategic direction on the development of corporate policies, board committee charters, governance materials, and executive compensation arrangements and disclosures. Clients count on us to keep them fully apprised of best practices in corporate governance, along with any changes at the policy level that might adversely impact their bottom line. We help decision-makers avoid the pitfalls that might otherwise jeopardize a transaction or result in personal exposure for our clients.

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