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

Five Common Compliance Myths

The recently released Society of Corporate Compliance and Ethics 2017 Compliance and Ethics Officer and Staff Salary Survey contains a host of interesting CCO and other compliance personnel compensation information. Also interesting is the survey’s profile data regarding compliance professionals and their companies. The SCCE is a nonprofit association of more than 5,800 members, including CCOs and their staffs, employed in a wide range of industries. The 2017 survey’s data was derived from 1,376 email responses, which were then distilled down to 444 individuals employed by non-health care providers and responsible for at least 26 percent of their organization’s legal and regulatory risk (i.e., actual compliance personnel rather than personnel with isolated compliance duties). A review of the survey’s data exposed five common compliance myths. Myth No. 1: Only public companies have compliance departments. In fact, the survey indicates that only 24 percent of responding CCOs work at publicly traded companies, while fully 39 percent were employed by private companies. The remaining CCOs work for governmental agencies, academic institutions and nonprofits. Myth No 2: Only mega-companies have compliance departments. The reality is that 41 percent of responding CCOs work at organizations with fewer than 1,000 employees. The numbers rise to 57 percent for companies under 3,000 employees and 72 percent for those under 7,500 employees. Similarly, 52 percent of responding CCOs work at organizations with annual revenues of less than $500 million, 35 percent at organizations with less than $100 million and 27 percent at those with less than $50 million. Myth No. 3: Most compliance professionals are involved in only a small slice of the company’s legal and...  Read More

The DOJ’s Latest Compliance Program Warning

U.S Deputy Attorney General Rod Rosenstein recently announced the Department of Justice’s revised FCPA Corporate Enforcement Policy. The revised Policy is based on the DOJ’s FCPA Pilot Program (in place since April 2016), which provided mitigation credit for voluntary reporting of wrongdoing and specified levels of cooperation and remediation in connection with the resulting investigation. Much has been made about the new Policy provisions that create the presumption of a DOJ enforcement declination and specify percentage reductions from the U.S. Federal Sentencing Guidelines in the event that a company self-discloses, cooperates and/or remediates in accordance with specified Policy requirements. Certainly, these provisions significantly further the shift toward encouraging company cooperation, as well as continue the focus on holding individuals accountable, and deserve careful attention. It was, however, Deputy Attorney General Rosenstein’s third “policy enhancement” that most caught my eye. That provision provides detail about how the DOJ evaluates compliance programs, specifying what he calls “hallmarks of an effective compliance program.” The Policy first states that the criteria for an effective compliance and ethics program may vary based on the size and resources of the organization, which seems fair enough. It then provides a list of criteria (quoted below), which it says will be periodically updated: The company’s culture of compliance, including awareness among employees that any criminal conduct, including the conduct underlying the investigation, will not be tolerated; The resources the company has dedicated to compliance; The quality and experience of the personnel involved in compliance, such that they can understand and identify the transactions and activities that pose a potential risk; The authority and independence of the compliance...  Read More

Activist Versus Institutional Investors, and the Role of Sustainability

Sustainability concepts are now widely accepted as legitimate, mainstream considerations for boards of directors and corporate management. (See, for example, this Doug’s Note.) As a result, many companies now routinely consider the long-term impact on their entire universe of stakeholders of various environmental, social and governance (ESG) issues. Conversely, most boards of directors and C-suites no longer solely consider maximizing short-term shareholder profits in their decision-making. A balanced corporate mindset now factors in long-term considerations (see this Doug’s Note) and the interests of employees, business partners, communities and society as a whole. The emergence of sustainability may also be blurring the traditional distinction between “activist” and “institutional” investors. At the risk of over-generalizing, activist investors have historically been associated with maximizing short-term shareholder profits through a variety of often harsh corporate maneuvers. Institutional investors, on the other hand, have often been seen as taking a longer view, which resulted in general support of management accompanied by behind-the-scenes efforts to influence corporate strategy. Those two camps may now be moving toward the middle of that spectrum, driven in significant part not only by the dramatic rise in popularity of sustainability as a corporate principle, but also the increased desire among institutional investors to engage with management on such issues. After a few years of resistance, companies have embraced the concept of regular, substantive shareholder engagement, resulting in lines of communication that are more open than ever, which allows traditionally passive institutional investors more ability to routinely influence management priorities and strategic decisions. Activist investors, on the other hand, now seem more interested in influencing governance policies, as well as management...  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