- Business & Corporate
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- Corporate Governance
- Dealers & Manufacturer Relations
- Environmental
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Securities & Corporate Finance
We provide ongoing compliance and strategic advice to public and privately held companies across many industries. Our counsel and support includes the public and private issuance of debt and equity, strategic transactions and other securities matters.
- Public Offerings—Issuer’s and Underwriter’s Counsel. - Preparing growth companies and established private corporations for the public offering process and continuing finance needs for public companies. Advising issuers and underwriters in connection with public and private issuances of a variety of debt and equity instruments including traditional common stock offerings, trust preferred securities, convertible instruments and debt instruments. Negotiating underwriting agreements, preparing disclosure documents and registering securities with the SEC under the Securities Act of 1933 and under state “blue sky” securities laws. Responding to the SEC on disclosure and accounting issues.
- Private Placements, Angel Investors, Venture Capital and Joint Ventures. - Company and investors’ counsel in venture capital investments and other private placements. Structuring offerings that are exempt from the registration provisions of state and federal securities laws.
- Debt Financing. - Public and private placement of debt instruments. Negotiating and documenting a wide variety of loans, and other commercial transactions, including real estate finance, construction loans, debt financing for operating capital, aircraft financing and financing for asset purchases.
- Public Company Securities Law Compliance. - Ongoing advice in meeting disclosure obligations including review and preparation of periodic reports (Forms 8-K, 10-K and 10-Q) required pursuant to the Securities Exchange Act of 1934. Regulation FD compliance and selective disclosure issues with analysts and institutional investors and advice on the securities and disclosure compliance in press releases and presentations. Preparation of disclosure policies, drafting of proxy and information statements and preparing for annual and special shareholder meetings.
- Corporate Governance; Board of Director’s Counsel. - Designing, evaluating and implementing corporate governance policies and procedures. Preparing disclosure controls and procedures, codes of conduct, whistleblower policies and corporate compliance programs. Developing charters and appropriate structures for key independent board committees. Advising boards of directors regarding fiduciary obligations and appropriate methods of corporate governance including dealing with hostile takeovers; mergers, acquisitions, or divestitures; transactions with directors or controlling shareholders; poison pills and other anti-takeover provisions; going private transactions; and shareholder litigation.
- Advising Audit Committees. - Assistance in the preparation of audit committee charters and in performing the oversight functions required of audit committees. Advice with respect to selection and independence reviews of outside auditors, review of financial statement preparation, and implementing and monitoring internal controls and compliance programs.
- Advising Compensation Committees; Structuring Equity Incentive and Other Executive Compensation Plans. - Advice with respect to SEC disclosure and best practices, preparation of tally sheets, wealth accumulation analyses and peer group data. Extensive experience working closely with compensation consultants on plan design and compensation practices. Structuring a wide variety of incentive and nonqualified stock option plans, stock appreciation rights and performance share plans and change in control and severance arrangements. Registration of equity based compensation plans.
- Insider Trading; Section 16 Compliance. - Advising on the timing and reporting of stock sales and purchases, and Rule 10b5-1 trading plans, stock repurchase programs, Rule 144, Section 16 and insider trading issues. Preparing insider trading policies. Developing systems to assist directors and officers in timely reporting of securities transactions under Section 16 of the Securities Exchange Act and for clients desiring a more comprehensive compliance system, providing a thorough Section 16 compliance program and performing functions equivalent to an internal compliance officer, including maintaining sales and reporting records, reviewing proposed transactions and preparing Form 3, 4 and 5 reports for directors and executive officers. Representing directors and officers in informal SEC investigations regarding securities trading and other issues and other securities litigation.
- Shareholder Meetings and Proxy Statements. - Assisting with preparation for annual and special shareholder meetings, including preparing proxy statements and annual reports, dealing with shareholder proposals, soliciting proxies and working with proxy solicitation firms, developing scripts for meetings, and attending meetings to advise on unexpected issues. Analyzing shareholder proposals under SEC rules.
- Mergers and Acquisitions; Corporate Control Transactions. - Advising in all facets of merger and acquisition transactions and pursuing or defending hostile takeovers, proxy contests, and going private transactions. Designing and implementing a variety of anti-takeover devices, including “poison” pills and defensive provisions in bylaws and articles of incorporation, as part of overall strategic planning.
- Broker-Dealers and Investment Advisors. - Advising and supporting clients with regard to regulatory and compliance issues including responses to regulatory inquiries and net capital and customer protection rules. Forming and registering broker-dealers and companies as investment advisors. Defending broker-dealers and investment advisors in all types of securities-related proceedings and disputes including enforcement investigations and administrative proceedings brought by SEC, FINRA (formerly NASD Regulations, Inc.), NYSE and state regulators, arbitrations of investor complaints before FINRA, American Arbitration Association and JAMS; and customer claims, including misrepresentations and omissions, suitability, churning, unauthorized trading, selling away, breach of fiduciary duties and other federal and state securities law claims.
- Exchange and NASDAQ Listings. - Assisting NASDAQ, New York Stock Exchange and OTCBB companies with initial listing applications and ongoing compliance with listing requirements.
- EDGAR Filing. - In-house preparation of documents for filing on the SEC’s EDGAR system and submission of periodic reports.