June 17, 2025  

Key Takeaways:

• Clients change counsel for many reasons, including experiencing poor client service, a desire to control costs, and the need to access new services or expertise.
• We are entering an optimal time of year for making this transition.
• Effective communication with your board, CEO, and CFO are critical to ensure a smooth change in SEC counsel.

Key Contacts:

Sidney Kerley

skerley@crokefairchild.com

872-224-2910

Geoffrey R. Morgan

gmorgan@crokefairchild.com

414.588.2948

As their companies grow and needs evolve, general counsel and chief legal officers may at some point consider making a change to their current outside SEC counsel. But the prospect of this change can be daunting because it may involve short-term disruption to existing processes and relationships. Below, we discuss why a GC might want to change securities counsel, the best time of year for the transition, and how to begin the process.

The Why

Changing securities counsel is much more difficult than transferring other types of legal matters to new counsel, so it is key to fully understand why you want or need to make this change. Here are some common reasons for seeking a new advisor:

• Service Issues. Poor client experience is likely the number one reason for making a change in any business relationship. If the lawyer is unresponsive or the quality of the work product is lacking, it is imperative that a GC consider new options. Remaining with poorly performing counsel places the legal officer, the rest of the executive team, the board, and the company at significant risk.
• Cost. Even if the quality of your current service is high, the cost may not align with current needs and goals. Effective GCs proactively seek ways to control and reduce expenses, particularly in uncertain economic times. Moving your securities work to a highly qualified and cost-effective firm may be the prudent move. Given the uncertainty of our economy in the coming months, now is a good time to explore pursuing more cost-effective representation.
• Accessory Services or Expertise. As a company grows and evolves, its legal team may need to access industry-specific legal services or new kinds of expertise to guide business operations. If the current SEC counsel does not provide this full menu, it may be time to make a change.

The When

Given the periodic and ongoing nature of SEC filings for a publicly traded company, carefully timing this transition is key to minimizing disruptions to processes and filing deadlines. For most publicly traded companies, the greatest filing burden typically hits just after a company’s fiscal-year end, when the annual report on form 10-K, the proxy leading up to the annual shareholders meeting, and the interim financials report on form 10-Q for the first fiscal quarter all come due.

After those filings are complete, there is usually a little breathing room to start planning for the year ahead. This is an opportune time to assess your needs, explore options, and interview potential new counsel while there is still enough time for them to get up to speed on your organization and assist with your second or third-quarter financial reporting.

The How

The best way to approach the selection of new SEC counsel will differ according to each company’s needs, but good communication is key. Consider that the board, CEO, and/or CFO may have a degree of comfort with the current counsel and be hesitant to disrupt that relationship. Be prepared to clearly articulate why a change is in the best interest of the company, from both a business and a legal perspective. Build in enough time to have these conversations and line up alternatives so that the team is prepared to make the change when the time is right.

If you are considering a change in your securities representation, CFDB is here to help. Please reach out to Sidney Kerley or Geoffrey Morgan.