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David Martin advises corporations and other clients in corporate, corporate governance, securities regulation, and transactional matters. He has led teams of lawyers in corporate finance, business combination and other change of control transactions, including public offerings, spin-offs, proxy contests, and tender offers. He counsels boards, senior executives, and investors in a range of governance policies and procedures. His practice also includes enforcement cases before the U.S. Securities and Exchange Commission (SEC), internal investigations, and corporate compliance issues.
Mr. Martin's career includes seven years of service with the SEC, where he was the Director of the Division of Corporation Finance. In this position, he was the senior executive officer for the agency's program for review of reports of public companies to securities markets and investors. Previously at the SEC, Mr. Martin served as special counsel to the Chairman.
Mr. Martin is a frequent lecturer and author of articles. He is the Immediate past Chair of the Corporate Laws Committee of the American Bar Association's Business Law Section.
Memberships and Affiliations
- Immediate past Chair, Corporate Laws Committee of the American Bar Association's Business Law Section
- Fellow, American College of Governance Counsel
- Member, Weinberg Center for Corporate Governance Advisory Board
- Member, Board of Trustees, Arena Stage
October 22, 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company. This playbook answers questions that companies may have about planning and holding such a meeting.
October 5, 2020, Covington Alert
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule: Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their shareholder meeting proxy statements, subject to certain procedural and ...
September 8, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (the ”SEC”) amended the definitions of “accredited investor” in Rule 501(a) of Regulation D and “qualified institutional buyer” (“QIB”) in Rule 144A, each under the Securities Act of 1933 (the “Securities Act”). These amendments are part of the SEC’s broader effort to simplify, harmonize, and improve the ...
August 31, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements of Regulation S-K. These amendments are part of the SEC’s ongoing Disclosure Effectiveness Initiative, the goal of which is to modernize the business and financial ...
July 27, 2020, Covington Alert
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted several proxy rule amendments dealing with proxy advisory firms as part of its ongoing effort to modernize the proxy voting system. The proxy rule amendments, which were proposed in November 2019, codify the SEC’s view that proxy voting advice generally constitutes a solicitation under the ...
July 20, 2020, Covington Alert
The COVID-19 pandemic continues to present public companies with new regulatory compliance and financial reporting challenges. Adjusting the presentation of GAAP financial measures to take into account COVID-19-related expenses is one such challenge and should be considered carefully in light of the SEC’s heightened scrutiny in this area. The SEC’s Division of ...
July 9, 2020, Covington Alert
The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...
June 11, 2020, Covington Alert
On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...
June 2, 2020, Covington Alert
Increased attention has recently been given by both investors and the Securities and Exchange Commission (SEC) to promoting clear and comparable disclosures of environmental, social and governance (ESG) factors. On May 21, the SEC's Investor Advisory Committee (Committee) debated and endorsed recommendations of the Investor as Owner Subcommittee that the SEC ...
May 14, 2020, Covington Alert
The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...
May 13, 2020, Roll Call
David Martin spoke with Roll Call about the success of companies that consider environmental, social, and governance issues in their business models through the COVID-19 pandemic. Mr. Martin says, “The pandemic is causing companies to ask and answer questions which ESG, in some areas at least, has already been asking. What is your ability to cope with a broader ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
April 29, 2020, Roll Call
David Martin is quoted in Roll Call regarding the lasting effects of coronavirus on corporate annual meetings. Mr. Martin says, “I think this year’s experience will be a real needle-mover.” He also notes that virtual meetings also have smaller carbon footprints, an impact about which some investors are increasingly concerned. Ultimately, how big of a shift ...
April 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.
April 16, 2020, Covington Alert
The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.
April 9, 2020, Covington Alert
The SEC and its staff have responded to the COVID-19 pandemic by providing public companies and other filers affected by the pandemic with relief from certain reporting requirements, as well as helpful disclosure guidance.
April 7, 2020, Covington Alert
Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.
April 2, 2020, Covington Alert
When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
Where Does ESG Oversight Fit on the Board?
March 23, 2020, Agenda
David Martin is quoted in Agenda regarding the increased importance for companies to take up environmental, social, and governance (ESG) issues. Mr. Martin says that in his experience, larger companies are more likely to have greater exposure to ESG risks and reputations hinging on oversight of ESG issues, so the issues are more likely to pop up in ...
March 20, 2020, Covington Alert
March 18, 2020, The Wall Street Journal
David Martin is quoted in The Wall Street Journal regarding companies’ decisions to disclose potential COVID-19 infections of executives. Mr. Martin says that while companies have leeway on executive medical disclosures, they often have a strong incentive to provide timely information. Doing so prevents employees from leaking information and investors from ...
October 2020
Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are ...
February 26, 2020, The Wall Street Journal
David Martin is quoted in The Wall Street Journal regarding the information companies are sharing with the public about how its managing its supply chain in response to coronavirus. Deciding what to disclose depends on what companies view as financially material. In the case of coronavirus outbreak risks, a big part of that calculation so far has involved ...
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
November 11, 2019, Covington Alert
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed two rule amendments as part of its ongoing effort to modernize and improve the proxy voting system. The SEC proposed amendments to its rules governing proxy solicitations to clarify the application of such rules to proxy advisory firms making voting recommendations and to impose new ...
October 8, 2019, Covington Alert
A pharmaceutical company, Mylan, N.V., recently paid $30 million to settle an SEC enforcement action alleging multiple disclosure failures arising from an investigation by the Department of Justice.
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
August 7, 2019, Wall Street Journal
David Martin is quoted in The Wall Street Journal regarding gun violence’s effect on corporate disclosures. Mr. Martin says, “People are legitimately trying to think through whether it’s responsible to put a risk factor like this in the document.” Deciding what to disclose, and which risks count as material, is more art than science. Figuring out whether a ...
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
January 11, 2019, Reuters
David Martin is quoted in Reuters regarding the partial U.S. government shutdown’s effect on corporate executives’ decisions on proxies. Mr. Martin said corporate clients are already calling with questions and the pace will ramp up as deadlines loom to mail out proxies. He says, “A lot of the public companies are beginning to wonder about this and worry about ...
January 7, 2019, Covington Alert
On December 18, 2018, the Securities and Exchange Commission (the “SEC”) announced that it had adopted final rules1 implementing a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring public companies to make certain disclosures regarding their hedging policies and practices.
October 25, 2018, Covington Alert
On October 16, 2018, the Securities and Exchange Commission (the “Commission”) issued a Section 21(a) report of investigation (the “Report”) warning public companies about the importance of assessing the likelihood of cyber-related threats when designing internal accounting controls. The Report described the Division of Enforcement’s investigation of nine ...
October 10, 2018, Covington Alert
As described in our earlier alert, in August the Securities and Exchange Commission (the “Commission”) adopted amendments to its disclosure rules to eliminate requirements it deemed “redundant, duplicative, overlapping, outdated, or superseded” (the “Amendments”) based, in part, on other Commission rules and generally accepted accounting principles in the United ...
October 3, 2018, Covington Alert
On September 30, 2018, California Governor Jerry Brown signed Senate Bill 826 into law making California the first state to require corporations to include women on their boards of directors.
August 29, 2018, Covington Alert
The Securities and Exchange Commission (the Commission) recently adopted amendments to its disclosure rules to eliminate requirements that it deems “redundant, duplicative, overlapping, outdated, or superseded” based, in part, on other Commission rules and generally accepted accounting principles in the United States (U.S. GAAP).
August 17, 2018, Bloomberg
David Martin is quoted by Bloomberg regarding the President’s request of the Securities and Exchange Commission to study ending quarterly reporting for U.S. businesses in order to ease regulations and spur growth. Mr. Martin says “You’re probably going to get a debate where you have people saying these reports are unnecessary, and I don’t think that will ...
July 9, 2018, Covington Alert
On June 28, 2018, the Securities and Exchange Commission (the “SEC”) issued a final rule amending the definition of “smaller reporting company” (“SRC”) to expand the number of registrants that will qualify for the scaled disclosure requirements applicable to SRCs.
Initial Coin Offerings (ICOs): What Securities and Business Lawyers Need to Know Webcast
June 20, 2018, Faculty, ALI-CLE
April 24, 2018, Covington Alert
On Wednesday, April 18th, the SEC introduced a much-anticipated package of proposed rules and formal guidance concerning the standards of conduct for financial professionals. The more than 1,000-page proposal, which emerged eight years after Congress required the agency to conduct a study on the topic, addresses whether investment advisers and broker-dealers ...
Regulation D Offerings and Private Placements
March 15-17, 2018, Scottsdale, AZ, (Faculty), ALI-CLE
January/February 2018, The Corporate Governance Advisor
December 28, 2017, Covington Alert
On December 22, 2017, the President signed the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). On the same day, the staff of the SEC’s Office of the Chief Accountant and Division of Corporation Finance (the “Staff”) issued guidance regarding the 2017 Tax Act in Staff Accounting Bulletin No. 118 (“SAB 118”),1 which addresses certain financial statement ...
November 7, 2017, Covington Alert
On November 1, 2017, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published Staff Legal Bulletin No. 14I (“SLB 14I”), which includes important new guidance regarding the Staff’s administration of the SEC’s shareholder proposal rule.
November 2, 2017, Covington Alert
On October 23, 2017, the Securities and Exchange Commission (the “SEC”) issued an order granting approval of a proposal by the Public Company Accounting Oversight Board (the “PCAOB”) to adopt Auditing Standard (“AS”) 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, and related amendments to other ...
September 26, 2017, Covington Alert
On September 21, 2017, the Securities and Exchange Commission (the “SEC”), as well as the SEC’s Division of Corporation Finance (the “Staff”), published new interpretive guidance to assist public companies in complying with the SEC’s pay ratio disclosure rule. The new guidance addresses many questions that have been raised regarding the rule, including how a ...
Pensions Come Out Swinging on Board Composition
September 18, 2017, Agenda
Keir Gumbs and David Martin are quoted in an Agenda article regarding the “Boardroom Accountability Project 2.0.” According to Gumbs, the companies that received the letter from the New York City Pension Funds as well as those that didn’t should understand that the issues outlined by NYC comptroller Scott Stringer reflect the current level of shareholder ...
SEC Warns on Initial Coin Offerings--Update
July 25, 2017, The Wall Street Journal
David Martin is quoted by The Wall Street Journal in an article regarding the SEC's warning on initial coin offerings. The SEC's report will likely "chill the waters a bit for these offerings," says Martin.
July 5, 2017, Covington Alert
On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our ...
May 2, 2017, Covington Alert
On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act (“CHOICE Act 2.0”), its comprehensive regulatory reform bill aimed at revising or repealing many features of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee released the first ...
April 17, 2017, Covington Alert
On April 7, 2017, the SEC’s Division of Corporation Finance (the “Division”) issued a statement indicating that it will not recommend enforcement action to the SEC if companies subject to the SEC’s conflict minerals reporting rule only file disclosure under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD, and not under paragraph (c) of Item ...
April 11, 2017, Covington Alert
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to its rules and forms that will require companies filing registration statements and reports subject to the exhibit requirements of Item 601 of Regulation S-K to include an active hyperlink to each exhibit listed in the exhibit index, whether or not the exhibit is incorporated by ...
Regulation D Offerings and Private Placements
March 16-18, 2017, Scottsdale, AZ, (Faculty), ALI-CLE
January 4, 2017, Covington Alert
One piece of the ongoing debate over the Securities and Exchange Commission’s use of Administrative Law Judges to adjudicate enforcement actions may be heading to the U.S. Supreme Court. On December 27, 2016, in Bandimere v. SEC, the U.S. Court of Appeals for the Tenth Circuit invalidated SEC sanctions against an individual on the ground that the ALJ who ...
December 1, 2016, Covington Alert
The Securities and Exchange Commission (the “SEC”) recently adopted rules to update and enhance registration exemptions for intrastate and regional securities offerings. The final rules amend Rule 147, a safe harbor for exempt intrastate offerings under the Securities Act of 1933 (the “Securities Act”). In addition, the final rules establish a new offering ...
September 30, 2016, Covington Alert
The U.S. Securities and Exchange Commission (SEC) continues to aggressively pursue companies using severance and other employment agreements that could be perceived to discourage employees from reporting possible securities law violations. Three enforcement actions this past summer demonstrate the need for companies to proactively review and give consideration ...
June 28, 2016, Covington Alert
The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not ...
Regulation D Offerings and Private Placements
March 10-12, 2016, Scottsdale, AZ, (Faculty), ALI-CLE
The Role of the Securities and Exchange Commission in a Changing World
May 1, 2015, Washington, DC, (Panelist), The American Assembly and The Center for Strategic & International Studies
Regulation D Offerings and Private Placements
March 19-21, 2015, Scottsdale, AZ, (Faculty), ALI-CLE
February 18, 2015
WASHINGTON, DC, February 18, 2015 — The BTI Consulting Group has named Covington & Burling partners David Martin, Keith Noreika, Jeannie Perron, Michael Riella, and Peter Schwartz to its 2015 “Client Service All-Stars” list for demonstrating “superior client focus, innovative thought leadership, unmatched business understanding, and outstanding results.” BTI is ...
46th Annual Institute on Securities Regulation
November 5, 2014, New York, NY, (Moderator), Practising Law Institute
S.E.C. Commissioner Rebukes His Colleagues
August 29, 2014, The New York Times
Covington's David Martin is quoted in this article regarding Luis Aguilar, a commissioner at the S.E.C., stating that he was concerned that the agency’s stance on cases involving executives who put misleading and fraudulent numbers into their financial filings might be weakening. "Mr. Aguilar’s missive goes to the heart of one of the S.E.C.’s main jobs – ...
August 18, 2014
WASHINGTON, DC, August 18, 2014 — Best Lawyers named Covington & Burling’s Stuart Eizenstat and Gregg Levy each a 2015 “Lawyer of the Year” in international trade and sports law, respectively, citing their “abilities, professionalism and integrity.” Overall, Covington lawyers received 217 individual mentions in 58 areas of law in the newly released annual survey ...
July 10, 2014, Bloomberg
Covington partner David Martin is quoted regarding Alibaba Group Holding Ltd.’s proposal for what could be the largest initial stock offering in U.S. history. "The SEC’s anticipated approval of the offering documents will follow a staff review and won’t be voted on by the full five-member commission. The process isn’t designed to judge the offering, only to ...
April 15, 2014, Covington Advisory
Private Placements and Other Financing Alternatives 2014
November 25, 2014, New York, NY, (Presenter), Practising Law Institute
Regulation D Offerings and Private Placements
March 13-15, 2014, Scottsdale, AZ, (Faculty), ALI-CLE
November 21, 2013
WASHINGTON, DC, November 21, 2013 — Washingtonian magazine has named 34 Covington & Burling attorneys as “Best Lawyers” in its December issue. The biennial list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the hundreds of “Best Lawyers” identified in the issue, Washingtonian spotlights 14 leading Washington ...
When Bad Things Happen to Good Companies
November 20, 2013, Newark, DE, (Panelist), Delaware Law Issues Update (Society of Corporate Secretaries and Governance Professionals, University of Delaware)
11/07/2013
WASHINGTON, DC, November 7, 2013 — Salix Pharmaceuticals, Ltd., and Santarus, Inc. announced today that the companies have entered into a merger agreement where Salix will acquire all of the outstanding stock of Santarus for $32 in cash per share, for a total value of approximately $2.6 billion. Covington & Burling LLP is advising Salix on both the acquisition ...
July 29, 2013, Covington Advisory
July 17, 2013, Covington Advisory
Plenary Panel: SEC Corp Fin Heads Speak
July 11, 2013, Seattle, WA, (Co-Presenter), 2013 National Conference, Society of Corporate Secretaries and Governance Professionals
7/10/2013
WASHINGTON, DC, July 10, 2013 — Covington & Burling advised Governance for Owners (GO) in the formation of a new, global partnership with Engaged Capital (EC) in the activist investing arena. In addition to sharing marketing efforts, EC and GO plan to collaborate to launch a global constructive activist strategy. Based in Newport Beach, Calif., EC invests in ...
July 3, 2013, Covington Advisory
Conflict Minerals Q&A Session
May 20, 2013, Arlington, VA, (Co-Presenter), ITI Environmental Leadership Council Spring Meeting
Private Placements and Other Financing Alternatives
April 15, 2013, New York, NY, (Presenter), Practising Law Institute
Regulation D Offerings and Private Placements
March 14-16, 2013, Scottsdale, AZ, (Faculty), ALI-CLE
3/11/2013, Bloomberg BNA Securities Regulation & Law Report
March 4, 2013, Covington E-Alert
February 26, 2013
WASHINGTON, DC, February 26, 2013 — The BTI Consulting Group has named Covington & Burling partners David Martin and Henriette Tielemans to its 2013 “Client Service All-Stars” list. The BTI “Client Service All-Stars” were singled out by general counsel and direct reports at large and Fortune 1000 organizations in one-on-one interviews. Mr. Martin, based in ...
February 12, 2013, Covington E-Alert
January 29, 2013, Covington Advisory
2013, Journal of Investment Compliance
44th Annual Institute on Securities Regulation
November 18, 2012, New York, NY, (Panelist), Practising Law Institute
Seven Covington Lawyers Named ‘2013 Lawyer of the Year’
September 13, 2012
WASHINGTON, DC, September 13, 2012 — Best Lawyers in America named seven Covington & Burling lawyers today as “2013 Lawyer of the Year” in their respective practice areas and cities. The selected lawyers received strong ratings from their peers for their “abilities, professionalism and integrity,” in the publication’s annual survey. Best Lawyers recognizes only ...
September 10, 2012, Covington Advisory
August 27, 2012
WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...
August 1, 2012, Wall Street Lawyer
Dodd-Frank Update: SEC Adopts Rules on Compensation Committee Independence and Compensation Advisers
June 25, 2012, Covington Advisory
JOBS ACT 2012: What You Need to Know Now
May 30, 2012, New York, NY, (Co-Chair), Practising Law Institute
SEC Hot Topics Institute 2012
May 22, 2012, Seattle, WA, (Panelist), RR Donnelley and Society of Corporate Secretaries & Governance Professionals
Covington Lawyers Recognized by D.C. Super Lawyers
May 2, 2012
WASHINGTON, DC, May 2, 2012 — D.C. Super Lawyers selected 64 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers who practice in Washington based on peer review and the publication’s independent research. Deborah Garza and Robert Long have been named among the “Top 100” for ...
Private Placements and Other Financing Alternatives
April 16, 2012, New York, NY, (Presenter), Practising Law Institute
April 2, 2012, Covington Advisory
Regulation D Offerings and Private Placements
March 15-17, 2012, Scottsdale, AZ, (Faculty), ALI-ABA
SEC Corporation Finance Directors Past and Present
February 15, 2012, New York, NY, (Panelist), Corporate Governance - A Master Class 2012, Practising Law Institute
February 15, 2012
WASHINGTON, DC, February 15, 2012 — BTI Consulting Group named Tim Hester, chair of Covington & Burling’s management committee, as one of its 2012 “Client Service All-Stars.” The BTI “Client Service All-Stars” are North American and European lawyers who have been identified based on the unprompted, unequivocal recommendations from corporate counsel for ...
December 2011, Insights
November 30, 2011
WASHINGTON, DC, November 30, 2011 — Washingtonian magazine has named 34 Covington & Burling attorneys as “Best Lawyers” in its December issue. The biennial list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the approximately 800 “Best Lawyers” identified in the issue, Washingtonian included profiles of 31 ...
Capital Markets 2012
November 19, 2011, New York, NY, (Panelist), 43rd Annual Institute on Securities Regulation, Practising Law Institute
September 7, 2011
WASHINGTON, DC, September 7, 2011 — Covington & Burling LLP lawyers received 184 individual mentions in 56 areas of law in the 2012 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: ...
August 23, 2011, The Harvard Law School Forum on Corporate Governance and Financial Regulation
The New SEC Whistleblower Rules: What Will They Mean in Practice?
June 23, 2011, Covington & Burling Webinar
June 10, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 123 individual mentions and 45 practice mentions in Chambers USA 2011. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
June 9, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 92 individual mentions and 32 practice mentions in the Legal 500 US 2011 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
The SEC Whistleblower Rules: A New Era in Fraud Investigation
June 6, 2011, West LegalEd Center
June 2, 2011, Covington Advisory
SEC Hot Topics Institute 2011
May 26, 2011, Seattle, WA, (Panelist), RR Donnelley and Society of Corporate Secretaries & Governance Professionals
May 20, 2011, Covington Advisory
Covington Lawyers Recognized by D.C. Super Lawyers
May 17, 2011
WASHINGTON, DC, May 17, 2011 — D.C. Super Lawyers selected 55 Covington & Burling lawyers for its 2011 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers who practice in Washington based on peer review and the publication’s independent research. Deborah Garza has been named among the “Top 50 Women,” and Robert Long ...
Private Placements and Other Financing Alternativess
April 26, 2011, New York, NY, (Presenter), Practising Law Institute
April 1, 2011, Corporate Accountability Report
Regulation D Offerings and Private Placements
March 17-19, 2011, San Diego, CA, (Faculty), ALI-ABA
Proxy Season - What You Need to Know in 2011
February 14, 2011, (Presenter), Knowledge Congress Webcast
January/February 2011, The Corporate Governance Advisor
December 7, 2010
WASHINGTON, DC, December 7, 2010 — Covington & Burling LLP is pleased to announce that Edward Yingling, President and CEO of the American Bankers Association (ABA), will be joining the firm as a partner. His practice will focus on advising financial institutions on regulatory, transactional, enforcement, and legislative matters, with particular emphasis on ...
August 6, 2010
WASHINGTON, DC, August 6, 2010 — Covington & Burling LLP received 138 individual mentions in 40 areas of law in the 2011 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
July 29, 2010, Covington Advisory
July 22, 2010, Covington Advisory
July 21, 2010, Covington Advisory
July 21, 2010, Covington Advisory
June 24, 2010, Covington E-Alert
June 16, 2010
WASHINGTON, DC, June 16, 2010 — Covington & Burling LLP received 112 individual mentions and 44 practice mentions in Chambers USA 2010. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
May 27, 2010, Covington E-Alert
May 24, 2010, Covington E-Alert
Proxy Issues in the United States
May 5, 2010, (Presenter), Federated Press Webinar
Private Placements and Other Financing Alternatives
April 15, 2010, New York, NY, (Presenter), Practising Law Institute
March 19, 2010, Covington E-Alert
Regulation D Offerings and Private Placements
March 18-20, 2010, San Diego, CA, (Faculty), ALI-ABA
March 18, 2010
WASHINGTON, DC, March 18, 2010 — Forty-five Covington & Burling LLP lawyers are recognized in the 2010 Washington, D.C. Super Lawyers. The annual list by Super Lawyers selects only five percent of the total lawyers who practice in Washington based on peer review and the publication’s independent research. In addition, partners Deborah Garza and Robert Long have ...
March 12, 2010, Covington E-Alert
January 14, 2010, Covington E-Alert
January 5, 2010, Covington Advisory
2010, Journal of Investment Compliance
Climate Change: Disclosure and Directors’ and Officers’ Liability Insurance Issues
December 2, 2009, (Presenter), Association of Corporate Counsel Energy Committee Webinar
Washingtonian Names 25 Covington Attorneys ‘Top Lawyers’
11/23/2009
WASHINGTON, DC, November 23, 2009 — Twenty-five Covington & Burling LLP attorneys are recognized as “Top Lawyers” in the December issue of Washingtonian magazine. The list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the “Top Lawyers,” Washingtonian identified 30 as “stars of the bar.” Among them is Michael ...
2010 Proxy Season & Proxy Statement Disclosure Requirements Issues Update 2009
November 12, 2009, (Presenter), Society of Corporate Secretaries & Governance Professionals Webinar
November 9, 2009, Covington Advisory
Handling Disclosure Issues in the Current Environment
November 4, 2009, New York, NY, (Panelist), 41st Annual Institute on Securities Regulation, Practising Law Institute
New Greenhouse Gas Reporting Rule: Broader Implications for Disclosure and Mitigation of Carbon Risk
October 8, 2009, (Presenter), Covington & Burling Teleconference
Private Placements of Securities under Regulation D
August 11, 2009, (Presenter), National Constitution Center Audio Conference
August 7, 2009
WASHINGTON, DC, August 7, 2009 — Covington & Burling LLP received 131 individual mentions in 38 areas of law in the 2010 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
August 5, 2009, Covington E-Alert
Postgraduate Course in Federal Securities Laws: Current Developments
July 7-9, 2005, Boston, MA, (Faculty), ALI-ABA
July 6, 2009, Covington E-Alert
June 17, 2009, Covington E-Alert
June 12, 2009
WASHINGTON, DC, June 12, 2009 — Covington & Burling LLP received 100 individual mentions and 40 practice mentions in Chambers USA 2009. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
June 10, 2009, Covington E-Alert
Regulation D Offerings and Private Placements
March 12-14, 2009, Scottsdale, AZ, (Faculty), ALI-ABA
February 3, 2009, Covington Advisory
February 3, 2009, Covington Advisory
December 17, 2008, Covington E-Alert
Disclosure Developments and Handling Difficult Disclosure Issues
November 13, 2008, (Panelist), 40th Annual Institute on Securities Regulation, Practising Law Institute
Directors and Shareholders Discuss the Future of the Proxy Industry
October 10, 2008, Washington, DC, (Moderator), Corporate Governance Conference, National Association of Corporate Directors
Covington Advises UBS in $21.5 Billion Offering of Novel Auction Rate Securities Rights
10/9/2008
NEW YORK, NY, October 9, 2008 — Covington & Burling LLP advised UBS AG in connection with its recently filed registration statement with the SEC covering $21.5 billion in novel Auction Rate Securities Rights. These Rights were issued by UBS in connection with its settlements with various securities regulators regarding UBS's participation in the auction rate ...
September 29, 2008
WASHINGTON, DC, September 29, 2008 — Covington & Burling LLP received 124 individual mentions in 40 areas of law in the 2009 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
July 30, 2008, Covington Advisory
Postgraduate Course in Federal Securities Law
July 24-25, 2008, San Francisco, CA, ALI-ABA
Open Forum: Hearing from Former SEC Voices
June 5, 2008, Boca Raton, FL, (Panelist), 62nd National Conference, Society of Corporate Secretaries & Governance Professionals
June 16, 2008
WASHINGTON, DC, June 16, 2008 — Covington & Burling LLP received 81 individual mentions and 45 practice mentions in the newly released 2008 Chambers USA. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington ...
6/5/2008
WASHINGTON, DC, June 5, 2008 — Covington & Burling LLP partner David Martin has been elected 2008-09 President of the Board of Trustees of the Securities and Exchange Commission Historical Society. The SEC Historical Society is a non-profit institution, independent of and separate from the U.S. Securities and Exchange Commission, which preserves and shares SEC ...
Exemptive Authority: The Mandate of the Division of Investment Management
June 5, 2008, Washington, DC, (Moderator), SEC Historical Society 2008 Annual Meeting
Regulation D Offerings and Private Placements
March 13-15, 2008, Scottsdale, AZ, (Faculty), ALI-ABA
January 9, 2008, Covington Advisory
11/30/2007
WASHINGTON, DC, November 30, 2007 — Nineteen Covington & Burling LLP attorneys are recognized as “Top Lawyers” in the December 2007 issue of Washingtonian magazine. The list, compiled by the magazine’s editorial staff based on peer recommendations, identifies leading lawyers in the Greater Washington area. Of the “Top Lawyers,” Washingtonian identified 30 as the ...
Securities & Accounting Issues Affecting Foreign Private Issuers -- 2007 CFO Conference
October 26, 2007, Washington, DC, (Presenter), Organization for International Investment
Solicitation, Media and IR Strategies: After E-Proxy and the Loss of Broker Non-Votes” and “Say-on-Pay and Other Equity Compensation Legislation: The View from Inside Washington (Presenter)
October 10, 2007, San Francisco, CA, National Association of Stock Plan Professionals 15th Annual Conference
September 6, 2007
WASHINGTON, DC, September 6, 2007 — Covington & Burling LLP received 115 individual mentions in 38 areas of law in the 2008 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The recipients are as follows: Administrative: E. Edward Bruce and ...
June 29, 2007, Covington Advisory
June 18, 2007
WASHINGTON, DC, June 18, 2007 — Covington & Burling LLP received 44 practice mentions and 74 individual mentions in the newly released 2007 Chambers USA guidebook. The 2007 edition of Chambers USA attempts to identify the most skilled legal practitioners throughout the country based on the qualities most valued by clients. Covington attorneys have been ...
Beyond Borders: A New Approach to the Regulation of Global Securities Offerings
June 7, 2007, Washington, DC, (Moderator), SEC Historical Society Annual Meeting
March 19, 2007, Covington Advisory
Regulation D Offerings and Private Offerings
March 15-17, 2007, Scottsdale, AZ, (Faculty), ALI-ABA
March 5, 2007
SAN FRANCISCO, CA, March 5, 2007 — Covington & Burling LLP announced today that David Bayless has joined the firm as partner. He will be resident in the firm’s San Francisco office.Mr. Bayless was the head of the Securities and Exchange Commission’s San Francisco office from 1994 to 1999, during which time he was responsible for all enforcement and regulatory ...
Sarbanes-Oxley Section 404 -- The Pros and Cons of Financial Statement Certification
March 3, 2007, Washington, DC, (Presenter), Catholic University School of Law Securities Law Program
December 28, 2006, Covington Advisory
December 19, 2006, Covington Advisory
Corporate Governance and Compliance
November 30, 2006, New York, NY, (Presenter), Advanced SEC Reporting and Sarbanes-Oxley Compliance, Executive Enterprise Institute
Sarbanes-Oxley Compliance and Wish List for Reform
October 18, 2006, Washington, DC, General Counsel Forum, Organization for International Investment
Covington Advises Hanesbrands in Spin-Off from Sara Lee
9/29/2006
<?xml:namespace prefix="st1"?><st1:state w:st="on">WASHINGTON</st1:state>, D.C., September 29, 2006 — <st1:city w:st="on"><st1:place w:st="on">Covington</st1:place></st1:city> represented Hanesbrands Inc. in its recent spin-off from the Sara Lee Corporation. Hanesbrands began trading on the New York Stock Exchange under the ticker symbol HBI on September 6. ...
Implementing the SEC's New Executive Compensation Disclosures: What You Need to Do Now!
September 12, 2006, Washington, DC, (Panelist), CorporateCounsel.net
July 27, 2006, Covington Advisory
What Corporate Counsel Should Know in Light of the Controversy Regarding the Timing of Option Grants
July 25, 2006, (Panelist), ABA Section of Business Law Teleconference
Postgraduate Course in Federal Securities Laws
July 20, 2006, Boston, MA, (Faculty), ALI-ABA
Securities/Corporate Law: Everything a Shareholder Should Know
June 28, 2006, New York, NY, (Panelist), 2006 Legal Education Conference, National Association of Public Pension Attorneys
New Developments in Securities Law
June 6, 2006, Tyson's Corner, VA, (Panelist), Practising Law Institute/Bowne
Regulation D Offerings and Private Placements
March 16-18, 2006, Scottsdale, AZ, (Faculty), ALI-ABA
January 18, 2006, BNA Corporate Counsel Weekly
October 2005, Insights: The Corporate & Securities Law Advisor
Securities Offering Reform Initiatives: Final Rules
September 14, 2005, Washington, DC, (Presenter), Glasser LegalWorks/RR Donnelley
Drilling Down: Doing a WKSI Offering after the ’33 Act Reform
September 8, 2005, Washington, DC, (Panelist), TheCorporateCounsel.net Webcast
The Securities Offering Reform Initiative: Final Rules
Washington, DC) (8/10/2005, (Panelist), Glasser LegalWorks/RR Donnelley Teleconference
July 26, 2005, Covington Advisory
July 8, 2005, BNA Corporate Accountability Report
New Developments in Securities Laws
June 6, 2005, Tyson's Corner, VA, (Presenter), Practising Law Institute/Bowne
Current Hot Topics Under Sarbanes-Oxley Act
March 11, 2005, Palo Alto, CA, (Presenter), Marcus Evans Software Conference
November 1, 2004, Covington Advisory
October 29, 2004, Covington Advisory
September 6, 2004, BNA Securities Regulation & Law
August 13, 2004, BNA Corporate Accountability
August 2004, Benefits Practice Center, Executive Compensation Library, Journal Reports: Law and Policy (BNA)
April 6, 2004, Covington Advisory
March 26, 2004, Covington Advisory
February 12, 2004, Covington Advisory
Recent Developments in Disclosure Practices
January 22, 2004, Coronado, CA, (Panelist), 31st Annual Securities Regulation Institute
January 12, 2004, Covington Advisory
January 2004, PLC Global Counsel Handbook on Corporate Governance and Directors' Duties
November/December 2003, The M & A Lawyer
June 27, 2003, Reproduced with permission from BNA's Corporate Accountability, Vol. 1, No. 23. Copyright 2002 by The Bureau of National Affairs, Inc.
February 24, 2003, Covington Advisory
February 24, 2003, Covington Advisory
September 17, 2002, Covington Advisory
Corporate Criminal Liability in the Post-Enron World
September 9, 2002, (Guest), Edward Bennett Williams Inn of Court
- Chambers USA, Nationwide Leading Individual, Securities: Regulation: Advisory (2006-2020); Corporate/M&A and Private Equity (2007-2015)
- Legal 500 US (2011-2014, 2016)
- The BTI Client Service All-Star Team (2006, 2010, 2013, 2015)
- The Best Lawyers in America (2005-2020)
- Washington Corporate Lawyer of the Year (2016)
- Washington Corporate Compliance Lawyer of the Year (2013-2014)
- Washington DC Super Lawyers (2010-2020)
- Mr. Martin received The James C. McKay Pro Bono Award for his extraordinary commitment to pro bono practice (2018).
- Washingtonian, Best Lawyers (2009, 2011, 2013)
- Who's Who Legal
- Capital Markets (2015)
- The International Who’s Who of M&A and Governance Lawyers (2012-2017)
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