Having advised individual decision makers and companies on matters ranging from venture capital investments to Securities and Exchange Commission filings, we provide private and publicly held clients the full range of services needed to handle securities-related endeavors of all kinds, from the common to the unique. The attorneys in our securities practice group also collaborate closely with colleagues in the firm whose expertise lies in working with specific industries, such as banking, construction, insurance and real estate, among others. As a result, our advice on securities matters specifically takes into account the distinctive business and legal environments within which our clients operate. This approach both bolsters our specific solutions and addresses related and longer-term concerns.

Our public company practice involves:

  • Advising clients on various matters related to compliance with the Sarbanes-Oxley Act of 2002, corporate governance initiatives, and the rules and regulations of the national stock exchanges
  • Assisting with filings of SEC documents
  • Counseling clients with respect to insider trading restrictions, insider trading reporting and related issues
  • Helping clients with initial public offerings
  • Negotiating and structuring acquisitions and dispositions of stock and other instruments
  • Preparing and implementing complex anti-takeover measures, such as shareholder rights plans
  • Representing clients in a wide variety of securities-related transactions, from recapitalizations and restructurings to mergers, leveraged buy-outs, spin-offs and going private transactions
  • Preparing and reviewing Securities and Exchange Commission reports, including 10-K and 10-Q reports among others, proxy materials, press releases and stock-based compensation plans, such as option plans, stock appreciation rights and stock purchase plans
  • Serving as issuer's or underwriter's counsel in public offerings and private placement of securities

Privately held companies also constitute an important segment of our securities practice, which includes:

  • Advising on capitalization and structure
  • Analyzing exemptions from federal securities laws and state "blue sky" laws
  • Guiding companies through private placements and venture capital investments
  • Handling IPOs
  • Preparing private placement memoranda
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