Our lawyers have an extensive background representing clients of all sizes – from startups to small private businesses to large public companies – in all aspects of securities offerings, federal and state securities regulation, securities aspects of mergers and acquisitions, and corporate finance.
We also assist our clients in capital-raising ventures and other investment transactions; these generally require compliance with a variety of both state and federal securities laws. For example, this generally means helping private companies structure their capital raising efforts in the most efficient, compliant way. Our advice and counsel for public companies includes assisting with the registration of equity and debt securities offerings and also complying with state and federal securities laws.
As we provide guidance for avoiding challenging regulatory issues, we will address and assist in preparing requisite filings, forms, and reports with the Securities and Exchange Commission (SEC) and applicable state securities agencies.
- Private placements: help understanding and navigating complex state and federal disclosure, registration, exemption and anti-fraud requirements when raising capital or engaging in corporate finance transactions and planning
- Public offerings: assist with a variety of securities transactions under the Securities Act of 1933, including registered public offerings of equity, debt securities, IPOs, secondary offerings, exchange offers, shelf registrations, rights offerings, selling stockholder registrations and business combinations
- ‘34 Act compliance: counsel in preparing reports and filings under the Securities Exchange Act of 1934 (i.e. quarterly and annual reports, current reports, proxy statements); advice on the duties and obligations of directors, officers and significant shareholders under the Exchange Act, including insider trading, short-swing profit recapture, annual and special meetings and solicitations
- Disclosure compliance: navigating securities laws’ challenging disclosure requirements around filings and reports, press releases and other public communications
- Venture capital: venture capital transactions, startup arrangements, angel investments and other early-stage capital raising; managing investor expectations, issuer needs and securities regulatory compliance
- Stock exchanges: counsel on ongoing compliance with listing and maintenance requirements of the NYSE, NASDAQ and the OTC Bulletin Board
- Public company counsel: securities and disclosure counsel to management, boards of directors and board committees, including corporate governance, compensation, audit, risk, executive and special committees
- Corporate governance: counsel on applicable legal and regulatory requirements and best practices
- Anti-takeover protection: advice on how to best protect the company; maintaining the interests of the shareholders to prevent or address any threat to the company
- Officer and director liability: advice for both private and public companies, particularly regarding complex business decisions and transactions; ensuring compliance with fiduciary duties
Our clients include both privately and publicly held companies, from small private startups to national public companies across the country. Our firm has developed a particular expertise in representing clients in a variety of industries:
- Energy services
- Food service
- Real estate
For more information on our securities guidance and regulation services, please contact Paul Hess.