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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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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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Preparation for 2019 Fiscal Year-End SEC Filings and 2020 Annual Shareholder Meetings

January 23, 2020 | Advisory | By Megan Gates, John Condon, Anne Bruno

Read about regulatory developments affecting public companies as they prepare for fiscal year-end Securities and Exchange Commission filings and annual shareholder meetings.
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On May 31, 2019, in Stein v. Blankfein, et. al., the Delaware Court of Chancery reaffirmed the Delaware Supreme Court’s holding in In re: Investors Bancorp, Inc. Stockholder Litigation (more information here) that the “entire fairness” standard applies with regard to director approval of director compensation. The Stein case builds on the precedent set in Investors Bancorp and provides additional insights.
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Preparation for 2018 Fiscal Year-End SEC Filings and 2019 Annual Shareholder Meetings

January 29, 2019 | Advisory | By Anne Bruno, Megan Gates

Each year, Mintz provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (the SEC) and their annual shareholder meetings. In this memorandum, we discuss key considerations to keep in mind as you embark upon the year-end reporting process in 2019.
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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