Laura Gill’s primary areas of practice include securities law compliance, corporate finance, mergers and acquisitions, corporate governance, and general contract matters for clients in a broad range of industries, including oil and gas, manufacturing, mining, retail, restaurant, services, and technology. Ms. Gill represents companies in all stages of their development.
Ms. Gill has extensive experience counseling companies on securities law compliance matters, including SEC reporting obligations, public disclosures, corporate governance, and stock exchange matters. Ms. Gill’s securities law experience includes representation of issuers in initial and follow-on public offerings, universal shelf filings and takedowns, public debt offerings, and private placements. Ms. Gill has also represented stockholders with large stock positions in public and private companies.
Ms. Gill has represented buyers and sellers in mergers and acquisitions of both public and private companies. Her experience includes counseling clients in partnerships and limited liability companies.
Ms. Gill has also counseled companies in general contract matters, including construction contracts and vendor, extended warranty, service, refining, processing, distribution, and marketing agreements.
Ms. Gill has served as outside general counsel for a number of companies, counseling them on a variety of issues, including general corporate law, corporate governance, securities law compliance, corporate disclosure, executive compensation, credit agreement negotiations, general and complex contract matters, and marketing law. Ms. Gill has counseled boards of directors of public and private companies regarding corporate governance and fiduciary duties.
Ms. Gill is a member of the Business Law Section and the Environmental, Energy and Resources Section of the American Bar Association and the Business Law, Natural Resources and Energy Law, Bankruptcy, Corporate Counsel, Financial Institutions, Securities and Antitrust, and Commercial Litigation subsections of the Colorado Bar Association. Prior to joining Davis Graham & Stubbs LLP in August 1993, Ms. Gill was associated with a large national law firm, where her practice emphasized mergers and acquisitions and commercial lending.
Prior to her career as an attorney, Ms. Gill was an accountant in the tax division of a large international accounting firm.
University of Texas, J.D., with Honors, 1991
Texas A&M University, B.A., summa cum laude, 1987
On May 17, 2016, in an attempt to rein in non-GAAP reporting by public companies, the Securities and Exchange Commission (SEC) issued new Compliance & Disclosure Interpretations (C&DIs) under Regulation G and Item 10(e) of Regulation S-K regarding the use of non-GAAP financial measures.
On July 10, 2013, the U.S. Securities and Exchange Commission ("SEC") fulfilled its Congressional mandate by adopting new rules that will dramatically affect the landscape for unregistered securities offerings in the United States. These new rules authorize the use of general advertising and general solicitation methods in accredited investor-only offerings under the newly amended Rule 506. Historically, securities offerings that were not registered with the SEC were uniformly described as "private offerings," because that was their common identifying feature – the securities could not be publicly offered. With the adoption of new Rule 506(c), that common understanding has been eliminated.
The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), while primarily directed at firms in the financial services industry, includes changes related to executive compensation that have a significantly broader reach. Many provisions apply to all public companies, some apply only to exchange-listed companies and some exempt foreign private issuers or companies that have only public debt. In some, but not all, cases the body that is charged with drafting the implementing rules has been granted exemptive authority and instructed to take into account the impact on smaller reporting companies.
On January 22, 2003, the Securities and Exchange Commission (the “SEC”) issued Release Nos. 33-8176; 34-47226 (the “Adopting Release”). The final rules contained in this release addressed two areas of securities law. First, they implement requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) by adopting Regulation G, which addresses public companies’ disclosure of financial information calculated using methods other than generally accepted accounting principles (“GAAP”). Second, they amended reporting requirements under Form 8-K to require
reporting of earnings releases and similar financial announcements.