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

Join Us at the Fall 2017 GRC Forum, featuring NC Attorney General Josh Stein

You recently received an email invitation to our upcoming Governance, Risk & Compliance Forum. The GRC Forum is a half-day, interactive event devoted specifically to the issues faced by risk and compliance personnel at companies in all industries and at all stages of GRC development. The Fall 2017 session will be held on Thursday, September 28 at the Duke Mansion in Charlotte. We’ll start with coffee and breakfast at 8:15 a.m. The three presentations will run from 9:00 a.m. until noon. There is no charge for attending, and attendees are expected to be approved for compliance certification and continuing legal education credit. Topics to be covered. The GRC Forum and related GRC Blog generally address topics related to assessing, enhancing and maintaining an enterprise-wide governance, risk and compliance function. Specific topics to be discussed at this upcoming Fall 2017 session will include: Session I:  Update on the current state of corporate social responsibility, including CSR reporting and corporate America’s response to the Trump administration’s withdrawal from the Paris climate accord. Session II:  A discussion of cybersecurity breach response policies and plans, including background on current data privacy and security laws in the U.S., the EU’s new comprehensive data protection law and the EU Network Infrastructure Security Directive, critical components of a comprehensive plan, and practical tips on how to create, draft, train on and implement a plan. Session III:  Remarks by North Carolina Attorney General Josh Stein on compliance and public protection, followed by Q&A. Who should attend? GRC touches a variety of professionals, including: compliance officers risk management officers boards of directors legal departments CFOs, internal auditors and...  Read More

The SEC Approves More Amendments to NYSE’s Notice Requirements

Back in September 2015, the New York Stock Exchange amended the NYSE Listed Company Manual to: expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news, expand the circumstances under which NYSE may halt trading, and provide guidance related to the release of material news after the close of trading. Then last week NYSE did it again, this time to require listed companies to give NYSE’s Market Watch team at least 10 minutes prior notice before making any public announcement, including announcements made outside of normal trading hours (9:30 a.m. to 4:00 p.m. Eastern time), regarding: any dividend or stock distribution required by NYSE Listed Company Manual Section 204.12, and the fixing of a dividend or stock distribution record date. As a practical matter, this means that companies must now give NYSE notice of a dividend or stock distribution 10 minutes before the announcement, rather than simultaneously with the announcement, as before. The SEC deems this important because, among other things, the record date determines (a) when the stock will trade ex-dividend and (b) the requirements regarding brokers’ cutoff dates for determining full and fractional shares. Requiring notice 10 minutes before such announcements regardless of the time of day (rather than just during normal trading hours) allows NYSE to address any concerns with the content of the announcement and reduce the possibility of investor confusion if the disseminated information is inaccurate or misleading. The SEC noted in a footnote (perhaps hoping that NYSE’s staff wouldn’t notice) that NYSE Market Watch will be available “at all times” (day or night) to review the announcement and will...  Read More

Revisiting Rule 10b5-1 Trading Plans

I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always possess material nonpublic information (MNPI) due to the very nature of their jobs. And in fact, many insiders are able to actually create MNPI merely by deciding to initiate a strategic change or direct a financial decision. If that is true, or at least arguable under the glare of 20/20 hindsight, then trading outside of a trading plan is a dangerous proposition. The question, then, is, “Why take the chance?” A trading plan provides an easily implemented affirmative defense against insider trading claims, and courts have consistently deferred to valid trading plans, even under questionable circumstances. Furthermore, it is well-known that the SEC is vigorously pursuing insider trading violations of all shapes and sizes. (See this Doug’s Note.) For that matter, why doesn’t every company require that its insiders trade only under a trading plan? The elements of a trading plan. An enforceable trading plan must satisfy the following requirements: The insider was not aware of any MNPI at the time it was adopted. It specifies a non-discretionary trading method. The insider may not exercise any subsequent influence over how, when or whether to make purchases or sales. The insider must enter into the plan in good faith and not as part of a plan or scheme to evade the insider trading prohibitions. That sounds easy, so what’s the problem? Honestly, I’m not sure. Some companies may feel that prohibiting trades outside 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