Corporate Governance & Disclosure
An important part of the firm's securities practice is assisting clients with their disclosure and reporting obligations under the 1933 Act and the 1934 Act and the exchange listing requirements. Stites & Harbison's securities attorneys review and assist in the preparation of periodic reports, proxy statements and news releases for public clients and advise and assist directors and senior executives of the firm's public clients in connection with their reporting and compliance obligations under Section 16 of the 1934 Act. A significant part of our securities and corporate governance practice is devoted to counseling clients on compliance matters under the Sarbanes-Oxley Act. The firm's attorneys have rendered advice and prepared proxy material for matters ranging from routine annual meetings to special voting items such as defensive charter amendments. The firm has also prepared numerous reorganization proxy statements, including disclosure statements for both cash and stock acquisitions. For new public companies, Stites & Harbison assists in the development of procedures for complying with public reporting requirements and compliance procedures for monitoring and reporting trading activities in company securities by directors and officers.
The firm's attorneys also counsel corporate clients concerning general corporate law. In particular, Stites & Harbison advises boards of directors on corporate governance matters, including issues relating to executive compensation, shareholder rights and remedies, anti-takeover defenses and shareholder rights plans.
Representative Transactions:
- Issuer counsel for public offering of common stock by Steel Technologies Inc.
- Issuer counsel for public offering of trust preferred securities by S. Y. Bancorp, Inc.
- Underwriters’ counsel for public offering of convertible subordinated notes by CompuDyne Corporation
- Investor counsel for purchase of convertible preferred stock and common stock of Res-Care Inc. by Onex Partners
- Company counsel for Series B venture capital investment in China-based pharmaceutical company
Kentucky Chamber Elects Brian A. Cromer to Executive Committee
LOUISVILLE, Ky.—The Kentucky Chamber of Commerce has elected Stites & Harbison, PLLC attorney Brian Cromer to its Executive Committee. Cromer will serve a two-year term on the 14-member Executive Committee, which represents a cross-section of key business and industry leaders from across Kentucky. He continues to serve as a member of the Kentucky Chamber’s Board of Directors.
The Corporate Transparency Act: Is Your Business Prepared For Sweeping New Federal Reporting Requirements?
On January 1, 2021, with bipartisan support, Congress enacted the Corporate Transparency Act (“CTA”) as part of the National Defense Authorization Act for Fiscal Year 2021 (“NDAA”) when it overrode former President Trump’s veto of the NDAA. As part of an effort to combat money laundering, the financing of terrorism, and other illicit activities, the CTA requires business entities formed or registered in the United States that fall within the definition of a “reporting company” to disclose beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”) of the Department of Treasury. While the purpose of the legislation may be commendable, it casts an extremely wide net and imposes new compliance burdens on businesses beginning in 2024.