Newport Beach:
610 Newport Center Drive, 17th Floor
Newport Beach, CA 92660

Silicon Valley:
2765 Sand Hill Road
Menlo Park, CA 94025


Shelly Heyduk

Senior Counsel

Shelly Heyduk is a senior counsel in O’Melveny’s Newport Beach and Silicon Valley offices, and a member of the Capital Markets Practice. Shelly’s practice focuses on advising public companies on a wide range of securities law and corporate governance matters, including SEC reporting and disclosure under the Securities Exchange Act of 1934, shareholder meetings and compliance with the proxy rules, and compliance with NYSE and NASDAQ corporate governance requirements, and the Sarbanes-Oxley Act of 2002 and related regulations. Shelly also has significant experience advising companies with respect to securities offerings under the Securities Act of 1933.

During her career, Shelly spent four years in-house at Western Digital Corporation where she gained a unique understanding of the challenges facing in-house legal teams and their expectations for best-in-class service from outside counsel.

Illustrative Professional Experience

  • Represents a broad range of public company clients, including publicly-traded REITs, with their ongoing Exchange Act reporting and compliance across a variety of industries, including Internet media and advertising, data storage, semiconductors, healthcare, real estate, education, management services and airlines.
  • Provides regular specialized securities law advice to companies on a wide range of matters, including Section 16 , Regulation 13D-G, Rule 144, Regulation G, Regulation FD and Rule 10b-5.
  • Regularly counsels companies on shareholder meeting matters, including compliance with the proxy rules, responding to shareholder proposals and submission of no-action letters under Rule 14a-8, and responding to proxy contests for board control.
  • Regularly advises both public and pre-public companies on corporate governance best practices.
  • Provides advice to companies on securities law aspects of merger and acquisition transactions, including cash and stock mergers, tender offer transactions, and going private transactions.
  • Represents companies in connection with equity and debt offerings under the Securities Act.

Professional Activities

Member, Orange County Bar Association
Author, "Proxy Season Is Coming: Do You Know Where Your Bylaws Are?" Orange County Business Journal (October 2009); "Preparing For The Next Bull Market," Orange County Business Journal (October 2008)

University of California at Los Angeles, J.D., 1999: Order of the Coif; Comments Editor, UCLA Law Review

University of California at San Diego, B.S.,1996, Management Science: magna cum laude; with distinction; Phi Beta Kappa


NYSE Amends Procedures for Release of Material News by Listed Companies  

SEC Seeking Comment on Revisions to Audit Committee Disclosures

Securities and Exchange Commission Issues Statement on DC Court Of Appeals Decision on Conflict Minerals Rule 

DC Circuit Decision Holds Aspect of Conflict Minerals Disclosure Rule Violates First Amendment, Creating Uncertainty on Rule Implementation 

SEC Proposes Rules Mandating Pay Ratio Disclosure (Capital Markets)

The SEC Netflix Report: Social Media May Qualify as a “Recognized Channel of Distribution” Under Regulation FD When Appropriate Advance Steps are Taken to Alert the Market (Capital Markets)

SEC’s Division of Corporation Finance Publishes Guidance Regarding Shareholder Proposals (Capital Markets)

NYSE Limits Broker Voting on Corporate Governance Proposals (Capital Markets, Corporate Finance)

ISS Releases the 2012 Updates to its Proxy Voting Policy (Capital Markets, Corporate Finance)

SEC Adopts “Proxy Access” Rules (Capital Markets, Corporate Finance)

New SEC Guidance Regarding the Suspension of Exchange Act Reporting (Corporate Finance Alert)

SEC Approves Significant New Proxy Disclosure Requirements (Corporate Finance Alert)

SEC Releases Proposed Proxy Rule Amendments (Corporate Finance Alert)

Elimination of Broker Discretionary Voting in Director Elections (Corporate Finance Alert)

SEC Proposes Significant Proxy Rule Amendments (Corporate Finance Alert)

SEC Proposes "Proxy Access" Rules (Corporate Finance Alert)

Implementing the SEC’s XBRL Rules (Corporate Finance Alert)

O'Melveny & Myers Client Alaska Air Group Receives Groundbreaking Shareholder Proposal No-Action Letter (Corporate Finance Alert)