Securities
We represent clients in all major areas of securities law. We are engaged in all aspects of public and private securities transactions, representing issuers, investors and investment bankers in securities offerings ranging from small private placements under Regulation D, Rule 144A, Regulation S, and other exemptions, to initial and subsequent public offerings, including equity and debt offerings, rights offerings, trust preferred offerings, asset-backed securities offerings, and other corporate finance transactions.
Our Securities practice includes public company compliance matters such as:
- The preparation of periodic and current reports, proxy statements, annual reports and director and officer questionnaires
- Stock exchange listing requirements
- Rule 144 transactions, Section 16 counseling and filings, insider trading policies and counseling and Section 13 filings
- Proxy contests, “going private” transactions and takeover defense counseling and implementation
- Executive employment and compensation matters, including stock options and other incentive compensation; director, officer and trustee fiduciary duty issues
- Regulation FD disclosure and antifraud issues; and dealing with analysts and the press
We are familiar with the potentially infinite variety of types of securities, and with the legal nuances applicable to such securities as government securities, commercial paper, warrants, convertible securities and derivative financial instruments. We routinely prepare term sheets, the securities themselves, and subscription, shareholder, registration rights and other agreements necessary to install negotiated arrangements for governance, transfer restrictions and similar matters.
Our attorneys have represented domestic and foreign securities issuers, sellers and investors; established public companies and start-up or emerging-growth companies; entrepreneurs; venture capital and buyout funds; investment banks; public and private pension funds and other institutional investors; and the shareholders, directors and officers of private and public companies. We have also formed numerous investment funds and have assisted those companies in raising capital. Through our Investment Management Practice, we have substantial experience in the representation of registered investment companies, investment advisers, broker-dealers, and other financial institutions in regulatory compliance issues that may arise, and in extraordinary business combination transactions with respect to these highly regulated entities.
Our securities and corporate attorneys provide advice to public and private clients on corporate governance under federal and state law. Our Corporate Governance Practice includes:
- Evaluating and assisting with the implementation of disclosure controls and procedures
- Interfacing with auditors and SOXA Section 404 consultants regarding compliance with internal control over financial reporting requirements, and assisting with any associated disclosures
- Consulting on Form 8-K and other disclosure issues
- Advising clients regarding compliance with corporate governance listing requirements, with a focus on director independence and committee qualifications
- Preparing, revising and assisting in the implementation of Audit, Compensation and Nominating/Governance committee charters and appropriate committee policies
- Preparing, revising and assisting in the implementation of Corporate Governance Guidelines, Codes of Business Conduct and Ethics, annual meeting agendas, etc.
- Providing advice as necessary regarding SOXA’s insider loan prohibition, and on critical accounting policies, auditor independence and off-balance sheet financing
- Assuring website compliance with applicable requirements
- Training employees, management and directors on ethics and compliance issues
- Advising on directors’ and officers’ indemnification arrangements and liability insurance coverage
- Providing practical advice regarding the content of board and committee minutes
When necessary, we also advise boards of directors and committees of public and private corporations in the context of internal investigations of suspected and actual improprieties, and have represented corporations, corporate officers and private individuals in nonpublic regulatory proceedings. We also represent investors, issuers and financial intermediaries in securities arbitrations and litigation. As part of our securities litigation practice, our attorneys represent clients who are the subject of informal inquiries and enforcement actions by the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers), and other self-regulatory organizations, the Department of Justice, and state regulators. Where appropriate, we participate in the rulemaking and legislative processes on behalf of clients to advocate a particular position. Our clients count on us for reliable and current information about pending developments in securities law and corporate governance.
Together with our Banking and Commercial Finance attorneys, our Securities attorneys often help resolve financial institution regulatory issues, including:
- The structure of business combination transactions from a regulatory perspective
- Permitted activities
- Insurance regulatory matters
- Fiduciary activities
- Affiliated transactions
- The securities activities of financial services holding companies and bank holding companies
- Complex structured finance transactions
- The bank/broker-dealer distinction; referral arrangements with affiliates and others
- Patriot Act compliance
- Privacy matters
- SOXA compliance
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