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Anne L. Bruno

Special Counsel

[email protected]

+1.617.832.6565

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Anne is a seasoned attorney whose practice spans several areas of corporate and employment law. She has extensive experience advising clients, ranging from startups to multinational public companies, in a broad range of industries, on issues related to executive compensation, employee benefits, securities law, and corporate governance.

Part of Anne’s practice involves helping clients create, implement and administer equity and executive compensation arrangements and programs, including equity plans, phantom equity arrangements, incentive plans, change in control arrangements, and severance and employment agreements.  She also advises with respect to tax, corporate and securities law concerns that arise in connection with such plans and arrangements. She advises and represents a broad range of public and private companies, boards of directors and compensation committees in these matters. She also assists executives with negotiation of their compensation packages.

In the corporate side of her practice, Anne regularly counsels clients on the intricacies of the federal securities laws. She assists public companies in complying with the Securities Exchange Act of 1934, including required disclosure filings and shareholder materials. Her particular knowledge of SEC reporting requirements extends to evolving rules regarding disclosure of director and executive compensation, cybersecurity and privacy matters and environmental, social and governance factors.  In addition, Anne assists companies in implementing and administering a range of policies to address governance obligations, including insider trading, hedging and claw back policies.  She also provides guidance on Securities Act of 1933 requirements to clients involved in public and privately placed equity and debt financings and in connection with merger and acquisition transactions.

 

Education

  • Harvard University (JD, cum laude)
  • Brown University (AB, magna cum laude)

Recognition & Awards

  • Phi Beta Kappa

Viewpoints

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Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources

July 21, 2020 | Advisory | By Anne Bruno, Ginny H. Lee

This advisory discusses the SEC’s recent guidance on operations, liquidity, and capital resources disclosure that companies should consider in light of the COVID-19 pandemic.
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This advisory summarizes recent proxy advisor guidance on and strategies for adjusting annual performance goals in light of the COVID-19 pandemic.
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Coronavirus Molecule

Executive Compensation: Moving Forward in a COVID-19 World

June 2, 2020 | Blog | By Alexander Song, Anne Bruno, Michael Arnold, Steve Gulotta, Andrew Bernstein, Alexandra Serre

Employers reacted in a variety of ways to cope with the unprecedented financial impact of COVID-19.  Employers must begin to shift their focus to whether their current executive compensation practices are designed with sufficient incentives to retain key employees and to spur recovery and sustained growth.  This post reviews the range of cost-cutting measures companies have enacted over the past few months, and provides guidance on executive compensation issues employers should consider as they move forward in a COVID-19 world.
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This advisory discusses regulatory and investment community developments related to human capital management and provides suggestions for companies newly focused on HCM.
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Read about Massachusetts Governor Baker’s executive order that temporarily permits Mass. Public Companies to Hold Virtual-Only Shareholder Meetings.
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Disclosure Guidance for Public Companies Affected By COVID-19

March 26, 2020 | Advisory | By Anne Bruno

Read about the SEC’s guidance on disclosures, including those related to COVID-19 and financial reporting issues, as well as on securities trading in light of the pandemic.
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This alert covers Governor Cuomo’s executive order allowing corporations in New York to hold virtual-only shareholders meetings in light of COVID-19.
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This article reviews guidance issued Friday, March 13, 2020 by the SEC’s Division of Corporation Finance to help public companies manage their upcoming annual meeting processes in light of COVID-19.
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Closing the 8-K Insider Trading Gap

February 28, 2020 | Advisory | By Anne Bruno

On January 13th, the US House of Representatives overwhelmingly voted to pass legislation designed to prevent public company insiders from trading on corporate information ahead of the investing public during the period between the filing of a Form 8-K and the event triggering the filing (the “8-K gap period”). The US Senate version of the 8-K Trading Gap Act of 2019 (the “Bill”) was introduced on January 17th and awaits consideration.
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News & Press

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Firm plays a key role in the largest health care acquisition to date in 2020.

Events

Speaker
Apr
15
2020