Advising clients on a broad range of corporate and securities matters, Charlotte May regularly handles capital markets transactions, mergers and acquisitions, and general corporate governance, securities disclosure, and compliance issues.

Charlotte represents a wide range of corporate clients with particular experience in the financial services and life sciences industries. She assists clients with respect to various transactional matters, including primary and secondary registered offerings, private placements, exchange offers, tender offers, mergers and acquisitions, FinTech partnerships and acquisitions and similar matters. She also advises various public companies in the preparation of SEC periodic reports, proxy statements, beneficial ownership reports, public company disclosure and on other securities law and stock exchange compliance matters. Charlotte also counsels public companies on a variety of corporate governance matters, including board and committee composition, FinTech governance and organization, environmental, social, and corporate governance (ESG) matters, internal and disclosure controls, insider trading and similar matters.

Charlotte’s recent pro bono work includes advising Humane Rescue Alliance in its acquisition of St. Hubert’s Animal Welfare Center and advising Kitty of Angels, Inc. in its formation as a California nonprofit and 501(c)(3) company. She is also a board member for Kitty of Angels, Inc. In addition to her work at Covington, Charlotte:

  • Acts as the Co-Chair of the American Bar Association’s Women in M&A Subcommittee, which focuses on the participation, promotion, and retention of women in the M&A field
  • Frequently speaks and publishes on topics in M&A for the American Bar Association and is a producer for the ABA Business Law section’s webinars for M&A.
  • Served as a Attorney Working Group Leader on the American Bar Association M&A Market Trends Subcommittee Public Target Deal Points Study
  • Served as a Study Leader for the American Bar Association’s M&A Market Trends Subcommittee Deal Points Study on Carveout Transactions.

Charlotte was a judicial extern for Hon. Judge Consuelo B. Marshall, U.S. District Court, Central District of California prior to joining the firm.

On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted a long-awaited rule[1] that will require listed companies to adopt and publicly file so-called “clawback” policies to recover erroneously awarded incentive-based compensation following accounting restatements. Companies with securities listed on national securities exchanges, including NYSE and Nasdaq, will be required to implement such policies within 60 days of the effective date of new listing standards, which the exchanges must adopt within 12 months of the new rule’s publication in the Federal Register. Companies who fail to comply will be subject to delisting.

The most significant deviation from the SEC’s initial proposal of the clawback rule in 2015 is that Rule 10D-1 will require companies to conduct a clawback analysis not only for “Big R” accounting restatements, which must be disclosed under Item 4.02(a) of Form 8-K, but also for “little r” accounting restatements, which involve the correction of errors in prior period financial statements when those financial statements are included in a current period filing.

Clawback Policy Requirements

Under the new rule, a listed company’s clawback policy must require the company to recover, reasonably promptly, erroneously awarded incentive-based compensation from persons who served as an executive officer at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results.

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