Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals
In the corporate finance and securities areas, his experience includes a range of public and private equity and debt financings, representing U.S., Canadian, European and Asian issuers and underwriters. His transactions have included over one hundred SEC registered and Rule 144A public offerings of securities, ranging from investment grade and high yield debt offerings, convertible note offerings, initial public offerings, follow-on equity offerings and preferred securities offerings, venture capital financings and issuer tender offers.
In the mergers and acquisitions area, Brett has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including friendly mergers, leveraged recapitalizations, tender offers, spin-offs, restructurings and purchases and sales of divisions and subsidiaries.
He regularly counsels clients in connection with the preparation and filing of SEC periodic reports, proxy statements and Williams Act reports. He also assists clients, including directors and stockholders, with sales of restricted securities and sales of securities by insiders; disclosure issues, including with respect to Rule 10b-5, Regulation FD and earnings guidance; corporate governance issues and shareholder proposals; compliance with the JOBs Act, Dodd-Frank Act and Sarbanes-Oxley Act; fiduciary duties; Section 16 compliance and stock exchange compliance requirements.
Brett's clients include: BrightSource Energy; Caterpillar Financial Services; Central Garden & Pet Company; Cisco Systems; Gap, Inc.; Hawaiian Telcom; Levi Strauss & Co.; NOVA Chemicals; Orbitz Worldwide; PG&E Corporation; Robert Half International; TC PipeLines LP; Telesat Canada; Transition Therapeutics; Williams-Sonoma; and Zip Realty.
Representative capital markets engagements include the following examples:
Representative M&A engagements include the following examples: