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Public Company Advisory & Governance

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Our public company lawyers advise companies and their boards of directors in all aspects of regulatory compliance, including securities disclosures and compliance with government and stock exchange requirements. 

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Case Studies

PLI’s 57th Annual Institute on Securities Regulation

Generalists vs. Specialists: Striking the Right Balance on Today's Boards

Proxy Season 2025: The Impact of Regulatory Pressures on Shareholder Proposals and Engagement

30th Annual Stanford Directors' College

PLI's Annual Disclosure Documents 2024: Current Developments and Best Practices

2024 ICM Fall Convening & Allocator Day

Events

What to Expect in 2026: Anticipated Changes to Executive Compensation Disclosure After the SEC Chairman’s NYSE Speech

Ninth Circuit Enjoins Enforcement of California Climate Disclosure Law SB 261

State AGs Are Investigating Tech Companies' Renewable Energy Claims

SEC Staff Suspends No-Action Relief for Most Shareholder Proposals

EU Sustainability Developments Unpacked: European Parliament Confirms Moderated Position on Corporate Due Diligence and Reporting Rules

Law360

How Occasional Activists Have Reshaped Proxy Fights

Insights

Law360 Real Estate Authority

Would REITs Seize On Semiannual Reporting?

Governance Intelligence

Sec Steps Back from No-Action Reviews, Leaving Proxy Season on Unstable Ground

Vital Law

PROXIES—Atkins remarks may not be death knell for precatory proposals, panelists say

National Law Journal

SEC, Antitrust Regulators Ready to Resume Normal Operations After Funding Returns, Attorneys Say

Bloomberg Law: SEC Zeroes in on Insider Trading and Offering Fraud Under Atkins

SEC Guidance Aims To Ease IPO Process During Shutdown

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Scott Lesmes chairs Morrison Foerster’s Public Company Advisory & Governance practice, and is a partner in the firm's Capital Markets practice. Scott focuses his practice on counseling clients with respect to corporate and securities matters. He advises publicly-listed companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns.Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.Prior to his career in private law, Scott served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies, including those related to insider trading, Section 16, and corporate disclosure while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Scott draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor. Scott has received nationwide recognition for excellence in capital markets law. Legal 500 US recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise. IFLR1000 distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News' Best Lawyers identifies him as a leading lawyer in Securities/Capital Markets Law.Scott currently serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee, and as a co-chair of Practising Law Institute’s Annual Disclosure Documents program.

Scott Lesmes

Partner

Ryan Adams is a Public Company Advisory & Governance partner in the firm’s Washington, D.C. office. His practice focuses on securities regulation, SEC reporting and compliance, proxy and shareholder issues, corporate governance, and corporate transactions, including mergers and acquisitions. Ryan’s deep SEC experience enables him to provide insightful counsel on federal securities laws, helping clients navigate complex regulatory landscapes and anticipate shifts impacting their business. Ryan’s informed and pragmatic approach to the industry’s most challenging securities issues has earned him widespread commendation.<h4>Professional Background</h4>Before entering private practice, Ryan served as an attorney in the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, in the Office of Chief Counsel and in Disclosure Operations. In the Office of Chief Counsel, he advised on issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, and assisted with no-action letters. He also served as a member of the division’s Rule 14a-8 Shareholder Proposal Taskforce, including as a co-manager.In Disclosure Operations, Ryan managed the comment letter process for numerous transactions, including IPOs, business combinations, proxy and information statements, and periodic and current reports.<h4>Thought Leadership and Recognition</h4>Ryan is a frequent speaker and author on securities law and corporate governance issues. Notably, he co-authors the Wolters Kluwer treatise chapter “E-Proxy, Electronic Communications, and Voting.” Ryan’s proficiency in the areas of securities regulation and governance has been recognized by Best Lawyers, naming him among the 2024 “Ones To Watch in America.”<h4>Professional Affiliations</h4>Ryan serves on the Board of Directors for the Society for Corporate Governance’s Mid-Atlantic Chapter. <h4>Education</h4>Ryan graduated cum laude from Loyola University Maryland with a B.A., and earned his J.D., also cum laude, from St. John’s University School of Law. At St. John’s, he served as a senior articles editor on the St. John’s Law Review, interned at the St. John’s Securities Arbitration Clinic representing underserved investors before the Financial Industry Regulatory Authority (FINRA), and gained valuable experience as an intern at both the United States Attorney’s Office for the Eastern District of New York (EDNY) and the United States District Court for the EDNY.

Ryan Adams

Above Board: 2025 Proxy Season Recap

CCRcorp's Timely Takes Podcast: Staff Legal Bulletin No. 14M

Above Board: Managing AI in the Boardroom

Above Board: Developments in DEI Litigation and Enforcement

Above Board: SEC Enforcement - Control Violations and Compliance Best Practices

Above Board: Regulatory and Enforcement Trends in the Life Sciences and Healthcare Industries

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