Securities Law Advice

In addition to advising parties involved in new issues and offerings of securities, Sullivan & Cromwell advises numerous clients on non-transactional matters and compliance with the U.S. securities and stock exchange regulations, including those governing periodic reporting, Regulation FD and other disclosure matters; proxy statements and shareholder relations; SEC reports by officers, directors and large shareholders (Sections 13(d) and 16); corporate governance; share-based compensation schemes and other employee benefits; and share repurchase and other market activities.

The Firm has a leading practice representing clients who are involved in informal and formal investigations and enforcement proceedings brought by U.S. regulators. This provides us with additional insight into the priorities of those regulators (see Criminal Defense and Investigations).

In addition, S&C has been deeply involved in the analysis and interpretation of the Sarbanes-Oxley Act of 2002 and related corporate governance and disclosure reforms.

S&C provided comments to the SEC and stock exchanges on all the major rulemaking initiatives under Sarbanes-Oxley, many of which are cited in the SEC commentary, and has been a leader in the evolving interpretations under the new law. Sullivan & Cromwell partner John T. Bostelman authored The Sarbanes-Oxley Deskbook, an authoritative reference source for legal practitioners and business professionals. Fortune magazine calls it “the bible for securities lawyers.” It provides guidance on how the new rules under Sarbanes-Oxley affect disclosure requirements, management certification, governance (including board of directors, audit committees, equity compensation), professional responsibility of attorneys, and audit and non-audit services.