Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
A public company preparing, or beginning to prepare, the proxy statement for its 2013 annual shareholders’ meeting should be aware (or be reminded) of a new disclosure requirement adopted by the Securities and Exchange Commission last June. As part of its rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a new Item of Regulation S-K, Item 407(e)(3)(iv) (.PDF), that requires disclosure regarding a compensation consultant whose work has raised any conflict of interest.
The new disclosure requirement supplements an existing disclosure requirement stated in Item 407(e)(3)(iii) of Regulation S-K. That Item has required a public company to disclose in its annual proxy statement the role of compensation consultants in determining or recommending the amount or form of executive and director compensation. The disclosure must be made regarding any compensation consultant, whether engaged by the compensation committee, by the board of directors, or by management; but it need not be made regarding a consultant who only gives advice or recommendations on broad-based plans or provides non-customized data or information. In brief, the disclosure should:
The disclosure must also include, in certain situations, the fees paid to the compensation consultant.
The disclosure requirement of new Item 407(e)(3)(iv) applies only to a compensation consultant who is the subject of disclosure under Item 407(e)(3)(iii) and whose work has raised any conflict of interest. The disclosure should include:
The disclosure is required only regarding a compensation consultant’s actual conflict of interest, not any potential conflict of interest or any appearance of a conflict of interest. According to the instruction to the new Item, a company should consider at least the “independence factors” set forth in the SEC’s Rule 10C-1 in determining the existence of a consultant’s conflict of interest.
The six factors set forth in Rule 10C-1, which was adopted by the SEC under the Dodd-Frank Act with the new Item, are:
These independence factors are stated in Rule 10C-1 primarily for direction to the national securities exchanges for their listing standards regarding independence of compensation committee members and advisers, which are not yet effective. The SEC determined, however, that they would provide a suitable framework for identifying conflicts of interest of compensation consultants as well.
The new disclosure requirement will apply to all public companies (other than registered investment companies) that are subject to the SEC’s proxy rules. There is no exception for smaller reporting companies, for controlled companies, or for companies that do not have equity securities listed on a securities exchange.
OUR TAKE: To ensure compliance with the new disclosure requirement, a public company may wish to do the following in preparing the proxy statement for its 2013 annual meeting:
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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