Contact: Steven Kerber, Jeffrey Smith or Kevin Kinross

The services we provide to our public company clients include:

• Reviewing and preparing 1934 Act periodic reports, as well as proxy statements and other stockholder meeting materials;

• Counseling concerning sales of securities by insiders and affiliates, including Rule 144 compliance, and insider trading guidelines and restrictions;

• Employee benefits advice with respect to all types of equity compensation and other benefit programs such as stock option plans, SARs, restricted stock arrangements and employee stock purchase plans;

• Section 16 compliance advice;

• Counseling on compliance with the Sarbanes-Oxley Act and other regulatory rules, as well as public company “best practices”;

• Representing issuers before listing and other regulatory and quasi-regulatory agencies such as Nasdaq, the NYSE, the PCAOB, and the Divisions of Enforcement and Corporate Finance within the SEC;

• Transactional advice across a wide spectrum of deal structures including merger and acquisitions, strategic alliances, joint ventures, and licensing;

• Advising boards and their special and independent committees on mergers and other business combinations, affiliated-party transactions, securities offerings, and corporate governance matters;

• Representing companies in special investigations involving matters such as accounting or disclosure issues, SEC enforcement actions, and the defense of whistleblower claims;

• Counseling on "going dark,” going private and S corporation conversion;

• Guidance in relations and engagement terms with auditors and other professional advisers;

• Advising on informal disclosure issues, including Regulation FD compliance;

• Troubled organization issues;

• Blue Sky matters; and

• Broker-dealer and investment advisor compliance.