Public Company Advisory

Vinson & Elkins serves as ongoing corporate counsel to a significant number of public companies, advising on all aspects of securities law, disclosure considerations, corporate governance, regulatory compliance, sustainability, enforcement and litigation, and related matters. Our attorneys work seamlessly across the Firm to provide clients with the best possible insights, drawing regularly on colleagues’ expertise in the areas that matter to public companies — securities litigation, government investigations, antitrust, shareholder activism and engagement, executive compensation, cybersecurity and data privacy, and tax. We work as one team and clients benefit from the full depth of the Firm’s expertise.

SEC Reporting & Compliance

V&E’s attorneys provide sophisticated SEC advice, working directly alongside clients’ legal, finance, and investor relations teams to manage the full scope of disclosure, corporate governance, and compliance issues that come with being a listed company. We regularly counsel clients regarding public reporting requirements, earnings announcements, and proxy statement and annual meeting planning, considering both applicable requirements and the practical realities of our clients’ businesses. We assist with the securities trading framework governing officers and directors, including insider trading policies, Section 16 issues, Section 13(d) reporting, Rule 144 compliance, and Rule 10b5-1 plan administration. We also advise on executive compensation and related disclosure, including equity plan design and SEC registration, executive pay agreements and related stakeholder considerations. When shareholder proposals arise, we work with management and the board to evaluate response options under applicable federal and state law, and develop shareholder and proxy advisor engagement strategies designed to address investor concerns before and during proxy season.

Corporate Governance & Board Advisory

V&E’s attorneys also serve as trusted governance counsel to boards of directors and senior management — available for the day-to-day questions that arise between major transactions and ready when high-stakes situations demand immediate, experienced judgment. Our work spans the full range of governance matters, including board procedures and responsibilities, fiduciary duties, board and company governing documents, committee charter design and review, board composition and director independence assessments, shareholder relations matters, and ongoing compliance with exchange standards. We advise at every stage of a company’s development and work to meet our clients’ needs, from navigating the governance requirements of federal legislation to sensitive and complex issues that may arise in strategic transactions, board and management succession, related party transactions and conflicts of interest, investigations, and change-in-control events. When circumstances require independent oversight — whether a special committee evaluating a significant transaction, a board investigating executive conduct or internal failures, or a company conducting its annual board self-evaluation — our attorneys routinely step in with the experience and judgment those situations require. We also advise on, and regularly present to boards of directors regarding the most important topics that are top of mind, including risk oversight, artificial intelligence, trade policy, fast-evolving developments in sustainability and human capital management, and other areas of emerging interest.

Capital Markets & Public Company M&A

V&E’s team of capital markets attorneys advise issuers, underwriters and investors on the full range of capital-raising transactions — from initial public offerings and exchange listing applications to registered equity offerings, Rule 144A/Reg S transactions, at-the-market programs, exchange offers and secondary offerings of equity, debt, and convertible securities, and private placements. V&E’s Mergers & Acquisitions team has extensive experience with public company M&A transactions. Our team of seasoned and responsive M&A attorneys, with the support of world-class subject matter experts, is able to negotiate and complete transactions at the rapid pace that public company deals necessitate.

SEC and Regulatory Enforcement

V&E’s attorneys have deep experience representing public companies, audit committees, boards and executives in SEC and other regulatory investigations and enforcement proceedings, including with respect to financial reporting and accounting matters, public disclosure, data breaches, potential insider trading violations, Regulation FD matters, potential internal control deficiencies, anti-corruption and FCPA matters. We conduct internal investigations, respond to grand jury and governmental regulatory subpoenas, handle grand jury proceedings and search warrants, negotiate with prosecutors, enforcement staff, and other regulators, and defend clients in criminal pleas, trials, and sentencing.

One Firm, Every Discipline

When a disclosure question becomes a securities class action, an investor letter becomes a proxy contest, or a deal draws a government inquiry, clients do not need a new niche firm — they need the expert down the hall who understands the whole picture. V&E is built that way. Public company issues do not live in silos, and neither do we. Our culture is built around bringing clients the right experts at the right moment — people who understand the client’s goals and work as one team to deliver seamless, top-tier service.