Faegre & Benson advises public companies with operations throughout the world on a full range of corporate matters. We represent companies of all sizes—multinational enterprises as well as companies just completing their initial public offerings.

We represent more than 40 U.S. public companies and more than 20 public companies in the United Kingdom on a range of matters involving corporate governance, stock market regulation, public and private offerings and takeover preparedness.

Corporate governance. We advise public companies and their boards of directors on all aspects of corporate governance, including fiduciary duties, legal compliance, board oversight responsibilities, standards of conduct, and issues relating to Sarbanes-Oxley.

Stock market regulation. We help clients achieve and maintain compliance with government reporting regulations and regulations governing continued listing on stock exchanges in New York and London.

Equity and debt offerings. We handle public and private offerings of all kinds, including initial public offerings, follow-on public equity offerings, rights issues, open offers, vendor placings and registered exchange offers. We provide expertise in public debt offerings such as medium-term note programs and equity–linked securities, as well as private placements.

Takeover preparedness and contests for corporate control. We assist our clients in managing hostile takeover attempts by:

• Drafting charter amendments to establish staggered boards, advance notice requirements for director nominations, fair price provisions and flexible preferred stock plans
• Preparing and implementing share rights plans ("poison pills")
• Handling proxy contests and hostile tender offers

In the United Kingdom, we advise our clients in relation to the application of the City Code on Takeovers and Mergers and across Europe in relation to the application of the Takeover Directive.

We also advise clients on capital reorganizations and schemes of arrangement, matters involving executive compensation, stock repurchase programs, and public market communications and trading.