JW represents a UAE-owned oil and gas company regarding due diligence concerns in connection with Foreign Corrupt Practices Act compliance procedures          JW represents CLST Holdings in a hostile tender offer and proxy solicitation in opposition to the incumbent Board's slate         JW represents a special committee of the board of directors of a energy services company dealing with M & A and affiliate transactions          JW represents a US structural engineering firm in an international compliance program          JW represents a non-US oilfield service company regarding suspicions of violations of the US Foreign Corrupt Practices Act and the UK anti-bribery statute          JW represents an energy services company in corporate governance matters

Corporate Governance and Board Advisory

Today, clients are faced with unprecedented challenges as new laws and regulations are changing the way business entities are selected, formed and governed. Jackson Walker has one of the preeminent corporate governance practices in the country, drawing upon the expertise of our corporate, securities, governance, litigation, and compensation specialists to provide our clients with the information and analysis needed to respond to a rapidly changing regulatory environment. Our attorneys are experienced in all aspects of governance counseling including board and board committee composition, process and independence. We are on the cutting edge of new judicial decisions and regulatory actions that impact the needs of our clients.

We counsel and represent public and private companies and boards of directors regarding entity formation and corporate governance matters. We advise our public and private clients on all matters concerning formation of new entities from corporate formalities to tax issues.

We regularly advise clients with respect to the formation of entities. Our services with respect to entity formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, business trusts and partnerships, including general partnerships, limited partnerships and registered limited liability partnerships. We provide targeted advice with respect to both the choice of entity and the state laws under which the entity is to be organized.

We also advise our public company clients on a full range of securities law and related matters, including disclosure and regulatory obligations under federal and state securities laws, and the rules of the national securities exchanges and associations. Our expertise in this area includes the requirements of the Sarbanes-Oxley Act as well as other corporate governance rules. Our clients range from small private companies with no internal legal staff to large public companies with their own internal compliance teams. For each of our clients we tailor our approach to that client's unique requirements.

The services we provide to our public company clients include:

• Advising boards and their special and independent committees on mergers and other business combinations, affiliated-party transactions, securities offerings, and corporate governance matters;
  
  
• Providing transactional advice across a wide spectrum of deal structures including merger and acquisitions, strategic alliances, joint ventures, product distribution, and licensing;
  
  
• Reviewing and preparing Forms 10-K, 10-Q, and 8-K filings as well as proxy statements and other stockholder meeting materials and Schedule 13D disclosures of beneficial ownership of securities;
  
  
• Counseling concerning sales of securities by insiders and affiliates, including Rule 10b5-1 programs, 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, cash bonus plans, and employee stock purchase plans;
  
  
• Section 16 compliance advice;
  
  
• Counseling on the requirements of Regulation FD and Regulation G in issuing earnings and other announcements to the public and communicating with research analysts;
  
  
• Providing the full range of services for issuers in capital-raising transactions, including bank financings, investment-grade, high-yield and convertible debt offerings, traditional private placements, PIPE transactions, Rule 144A offerings, Regulation S offerings, as well as the range of public offering approaches from the initial public offering, follow-on offering, and "Exxon Capital" offering to the various methods of selling securities through takedowns from shelf registration statements;
  
  
• 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;
  
  
• Representing companies in special investigations involving matters such as accounting or disclosure issues, SEC enforcement actions, and the defense of whistleblower claims; and
  
  
• Advising corporate boards and officers regarding risk assurance with respect to Cybersecurity issues, data handling policies and document retention policies.