Governance, Risk & Compliance

The PCGC team regularly assists public companies with:

  • all aspects of securities laws compliance and stock exchange listing requirements
  • responding to SEC inquiries
  • establishing and refreshing governance practices
  • risk programs and internal reporting, including board oversight
  • designing and implementing internal and external communications programs
  • advising boards and management on succession issues
  • shareholder activist campaigns and proxy battles

Our team has expertise in all aspects of federal and state securities and corporate law matters, including Exchange Act reporting, the Sarbanes-Oxley Act, the Dodd-Frank Act, stockholder rights plans and other antitakeover matters, stockholder proposals and proxy contests, stock exchange listing requirements and Delaware and North Carolina corporate governance matters.


Team Leader


R. Douglas Harmon

doug-harmonDoug Harmon has more than 30 years of experience representing public companies in a wide array of areas, including: capital markets and corporate finance transactions, corporate governance and compliance, risk management, mergers, acquisitions and joint ventures and contracts.

Doug’s clients have spanned multiple industries, including energy, financial services, manufacturing, retail, sports and entertainment, pharmaceuticals and technology.

Doug is the author of Doug’s Note and founder of the Public Company Forum. He has been chosen as one of Woodward/White’s Best Lawyers in America in securities law since 2007.


Recent Articles


The New Auditor Reporting Standards

Late last month, the SEC approved the new auditing standards adopted by the PCAOB back in June, which substantially modify the content of the auditor’s report. They also raise various concerns that public companies and the SEC will need to closely monitor going forward. Critical audit matters disclosure. By far the biggest and most controversial change to the old standards is the requirement that the auditors include in a separate section of their report “critical audit matters” applicable to the current period covered by the report. CAMs are defined as: “any matter … that was communicated or required to be communicated to the audit committee and that relates to accounts or disclosures that are material to the financial statements and involved especially challenging, subjective, or complex auditor judgment.” The auditor must identify the CAM, describe the principal considerations that led the auditor to determine it was a CAM, describe how the CAM was addressed in the audit, and reference the accounts or disclosures related to the CAM. In the unlikely event that a report contains no CAMs, it must affirmatively so state. Though the determination of a CAM is supposed to be principles-based, the new rules provide a nonexclusive list of factors for the auditor to consider in its determination. Even so, the standards emphasize that disclosure must be tailored to the particular company and audit, meaning that it should not be boilerplate. Emerging growth companies and employee stock purchase plans, savings plans and similar plans are excluded from the CAM disclosure requirements. Additional changes. The modified auditor’s report also must: State the year the auditor began serving as...  Read More

Evolution of the General Counsel—A TerraLex Report

TerraLex recently published The General Counsel Excellence Report 2017, which tracks the continuing evolution of the role of corporate general counsel to encompass important nontraditional areas of focus and responsibilities. TerraLex, a referral network of more than 150 law firms (including Parker Poe) in more than 100 countries, sponsored similar surveys in 2013 and 2015. The 31-page report makes for interesting reading. For example, it notes that even the GC’s title is changing, with 45 percent of respondents describing their role as “General Counsel” (slightly down from 2015) while more than 20 percent use titles like “Head of Legal,” “Group Head of Legal,” “Head of Legal & Regulatory Affairs” or even “General Counsel, Director of M&A, Strategy and Risk.” The report states that “[i]t is clear … that the exact role of the general counsel is becoming an increasingly difficult one to define.” Also interesting is the general counsel’s perception of his or her role within the company. According to the report: “General counsel thought it most important that they were a stakeholder in business decisions rather than just managing the legal department – just over 60 percent gave this answer the most important or next most important score compared with 45 percent who voted for managing the legal department. Being the conscience of the business was also a popular answer and this idea of the legal officer as moral guardian of the corporate entity is a theme which runs through the survey and the interviews. “ This leads to the report’s observations regarding the issues that general counsel find most concerning. Not surprisingly, “regulation and compliance” remains the...  Read More

The NYC Comptroller and Pension Funds Boardroom Accountability Project 2.0

Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension Funds via their Boardroom Accountability Project 2.0. This initiative builds on their 2014 initiative and, according to their press release, is intended to “ratchet up the pressure on some of the biggest companies in the world to make their boards more diverse, independent, and climate-competent, so that they are in a position to deliver better long-term returns for investors.” The campaign directly targets the boards of 151 U.S. companies, calling on them to “disclose the race and gender of their directors, along with board members’ skills, in a standardized ‘matrix’ format and to enter into a dialogue regarding their board’s ‘refreshment’ process.” They believe this will push boards to be more diverse and independent. The targeted companies include “139 that enacted proxy access after receiving a proposal from the New York City Pension Funds, and 12 at which the pension funds’ proposal received majority shareowner support in 2017, but have yet to enact the reform.” Comptroller Stringer and the Funds blame the “persistent lack of diversity on corporate boards” on a nomination and election process “that is effectively controlled by the existing board — and as a result, more akin to a coronation.” They cite PwC’s 2016 Annual Corporate Directors Survey as reporting that 87% of directors rely on board member recommendations to recruit new directors, while only 18% consider investor recommendations. Fundamentally, they believe that shareowners “need to know the race and gender of...  Read More
Representative Projects
  • Prepared a shareholder rights plan (shelf poison pill) for a retailer of women’s fashions and accessories
  • Drafted a comprehensive “takeover handbook” for an energy company that provided a step-by-step playbook in responding to different takeover scenarios
  • Regularly review governance policies and charters of NYSE and Nasdaq companies
  • Regularly assist public companies with periodic reporting and other Exchange Act filings
  • Advise public companies regarding latest shareholder proposals and inform them of the latest trends in shareholder activism