Joel Trotter

Joel Trotter

Latham & Watkins LLP

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Latest Publications


Key Metrics: Thoughts for Directors

Boards and management regularly use key performance indicators or metrics to oversee their businesses. These metrics typically cover financial and operating matters and are specific to each company and within industries....more

10/27/2016 - Board of Directors Corporate Governance Performance Standards

Recommended Proxy Disclosure for Director Elections and Other Proposals

Tips and forms you can use for drafting your proxy statement to increase clarity and avoid pitfalls. In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes...more

3/3/2016 - Corporate Governance Material Disclosures Proxy Statements Regulatory Standards Voting Requirements

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

Introduction - The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely...more

1/20/2016 - Financial Statements Foreign Private Issuers GAAP IFRS Public Offerings

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

1/20/2016 - Emerging Growth Companies Financial Reporting Financial Statements Foreign Private Issuers Form 8-K GAAP Internal Controls Non-GAAP Financial Measures Public Offerings Rule 144A SEC

US IPO Guide - 2015 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

12/11/2015 - Corporate Counsel Emerging Growth Companies Financial Statements FINRA Initial Public Offerings Internal Controls JOBS Act Publicly-Traded Companies Safe Harbors Sarbanes-Oxley SEC Securities Act of 1933 Securities Exchange Act Securities Fraud Young Lawyers

How to Navigate the SEC’s Proposed Mandate on Clawbacks

US publicly listed companies should plan now for proposed stringent policies and required disclosures. Under the long-awaited proposed rules adopted by the Securities and Exchange Commission on July 1, 2015, generally,...more

8/5/2015 - Clawbacks Disclosure Requirements Dodd-Frank Executive Compensation JOBS Act Proposed Regulation Publicly-Traded Companies SEC Section 10D

Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps

Public companies in the United States are subject to litigation in various areas, including: shareholder litigation; government investigations and enforcement actions; environmental litigation and intellectual property...more

7/1/2015 - Best Practices Board of Directors Publicly-Traded Companies Risk Assessment Risk Mitigation

SEC Adopts Regulation A+ Rules

As amended, Regulation A now provides an exemption from registration for certain issuers offering up to US$50 million of securities in a 12-month period. On March 25, 2015, the Securities and Exchange Commission (SEC)...more

4/8/2015 - Amended Regulation JOBS Act Regulation A SEC Securities Act of 1933 Small Offering Exemptions

Securities and Exchange Commission: Critical Issues Facing Public Companies

Latham & Watkins partners William Baker, Alexander Cohen, Joel Trotter and Lawrence West hosted a webcast “Securities and Exchange Commission: Critical Issues Facing Public Companies.” Topics discussed included the increasing...more


Three Practical Steps to Oversee Enterprise Risk Management (ERM)

Introduction - Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing...more

3/27/2015 - Board of Directors Enterprise Risks EU Proxy Advisors

Financial Statement Requirements in US Securities Offerings: What You Need to Know

In This Report: - Introduction - The Basics - Background to Financial Statement Requirements - What Financial Statements Must Be Included in Public Offerings? - When Does Financial...more

1/12/2015 - Financial Statements IPO Public Offerings Securities

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

In This Report: - Introduction - Background - What Is a “Foreign Private Issuer”? - Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers - The...more

1/12/2015 - Corporate Issuers Financial Statements Foreign Corporations Offerings Public Offerings Securities

Director Tenure: A Solution in Search of a Problem

Director tenure continues to gain attention in corporate governance as term limits become a cause célèbre. Proponents argue directors should no longer qualify as independent after 10 years of service, even though no law, rule...more

12/19/2014 - Board of Directors Corporate Governance Directors Independent Boards Tenure

Three Practical Steps to Managing FCPA & Anti-Corruption Risks

Foreign Corrupt Practices Act (FCPA) enforcement continues to be a priority for the United States Department of Justice (DOJ) and Securities and Exchange Commission (SEC). In recent years, U.S. authorities have aggressively...more

6/4/2014 - Compliance Corporate Counsel DOJ Enforcement FCPA Internal Investigations Investigations Remediation Risk Assessment Risk Management SEC

Margin Call: Advanced Topics and Practice Points

In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more

5/6/2014 - Collateral Corporate Bonds Corporate Sales Transactions Credit Agreements Equity Transactions Financing Margin Calls Mergers OTC Regulation U Rule 144A Secured Debt Stocks

The JOBS Act, Two Years Later: An Updated Look at the IPO Landscape

Two years ago, the Jumpstart Our Business Startups (JOBS) Act became law. Title I of the JOBS Act significantly changed the IPO playbook, creating a new category of issuer called an emerging growth company (EGC) and rewriting...more

4/4/2014 - Emerging Growth Companies IPO JOBS Act

Margin Call, Part Three: Advanced Regulation U Issues

In the last installment on the US margin regulations, we touched on the building blocks of Regulation U, which prohibits a bank or a non-bank lender (who is not a broker-dealer) from extending “purpose credit” that is...more

3/28/2014 - Banks Lenders Regulation U SEC

The Last Days of Disco Ops

Consider this scenario: Staying Alive, Inc., a publicly traded clothing company based in South Beach, Florida, is planning to offer additional shares to the public in a registered securities offering. Several weeks before...more

3/14/2014 - Filing Requirements Mergers Pre-Merger Filing Requirements

The Good, the Bad and the Offer: Law, Lore and FAQs

An Updated Look at the World of Offers - It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more

3/7/2014 - Compliance Corporate Counsel Corporate Governance Dodd-Frank IPO JOBS Act Offers Press Releases SEC Securities Act of 1933 Underwriting

Boardroom Perspectives: Three Practical Steps to Stay Ahead of Shareholder Activism

Activist investors continue to shape corporate governance. Last year saw more than 300 activist proxy campaigns, proposals and contests. Activism-focused funds manage over $100 billion in assets. In this climate, no...more

3/6/2014 - Board of Directors Corporate Counsel Corporate Governance Proxy Season Shareholder Activism Shareholder Litigation Shareholders

Margin Call: The Basics of the US Margin Regulations

Your issuer client is getting ready to launch a high-yield debt offering. When you get to the office and check your messages, you learn that your client has a couple of questions about the representation in the purchase...more

3/6/2014 - Banking Sector Broker-Dealer CFTC Federal Reserve FINRA Margin Calls NYSE Regulation T Regulation U Regulation X SEC

Risky Business: Should You Repeat Risk Factors in a 10-Q?

Joel Goodson, the eager and unconventionally entrepreneurial in-house counsel at Lana Co., is on the line with a problem. No, it’s not his missing Steuben crystal egg — instead, he’s asking about the level of detail required...more

2/6/2014 - Compliance Filing Requirements SEC

Guarantor and Affiliate Financial Statements: Finding a Silver Lining

This week in our playbook, we are talking about guarantor and affiliate financial statements. First, the bad news: As a general rule, all guarantors must present the same audited and unaudited financial statements as...more

12/16/2013 - Affiliates Audits Compliance Financial Statements Guarantors Sarbanes-Oxley

Codes of Ethics: SEC Requirements

Your good client Socrates is on the line. Socrates — who gave up a promising career in philosophy to take up professional soccer — has an ethics question for you. No, he is not asking you to explain Stoicism, Epicureanism or...more

11/14/2013 - Code of Conduct Compliance Form 10-K Form 8-K Nasdaq NYSE Regulation S-K SEC

Bond Mechanics 301

We conclude our overview of bond mechanics with an examination of a few complexities associated with tack-on offerings. Tack-on deals are often viewed as so easy that they can practically run themselves. And yet, there a few...more

10/16/2013 - Bonds FATCA Investors Rule 144A

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