Let us handle the legal nuances applicable to the potentially infinite variety of securities. We have experience representing a wide variety of clients, doing everything from preparing terms sheets and the securities themselves, to working on subscription, shareholder and registration rights and other agreements necessary to install negotiated arrangements for governance, transfer restrictions and similar matters. When appropriate, we can participate in the rulemaking and legislative process on your behalf to advocate a particular position. If your board of directors or committee is facing an internal investigation of suspected or actual wrongdoing, we can advise or provide representation in nonpublic regulatory proceedings. You can also count on us for reliable and current information about any pending development in securities law and corporate governance that may affect your business.

If you are an issuer, investor or investment banker, our attorneys can assist with a wide variety of securities transactions ranging from private placements under Regulation D, Rule 144A, Regulation S, and other exemptions, to initial and subsequent public offerings, including:

  • Asset-backed securities offerings
  • Equity and debt offerings
  • Rights offerings
  • Trust preferred offerings
  • Other corporate finance transactions 


If you are a publicly held company with questions about compliance, our attorneys can counsel you on a wide range of reporting and ongoing disclosure matters, including: 

  • 1934 Act reporting 
  • Counseling and Section 13 filings 
  • Dealing with analysts and the press 
  • Executive employment and compensation matters, including:
    • Stock options and other incentive compensation
    • Director, officer and trustee fiduciary duty issues 
  • “Going private” transactions
  • Insider trading policies
  • Preparation of periodic and current reports, proxy statements and annual reports  
  • Proxy contests
  • Regulation FD (fair disclosure) and antifraud issues
  • Rule 144 transactions
  • Stock exchange listing requirements 
  • Section 16 counseling and filings
  • Takeover defense counseling and implementation 


If you are looking to form an investment fund, our attorneys can assist you in raising capital. Our attorneys have experience dealing with regulatory compliance issues and business combination transactions for highly regulated entities, including:

  • Broker-dealers
  • Investment advisers
  • Investment companies


If you have regulatory issues with a financial institution, you’ll have access to attorneys with banking and commercial finance background who can help resolve issues dealing with: 

  • Affiliated transactions 
  • Bank/broker-dealer distinction
  • Complex structured finance transactions 
  • Fiduciary activities
  • Insurance regulatory matters 
  • Patriot Act compliance 
  • Permitted activities 
  • Privacy matters 
  • Referral arrangements with affiliates and others 
  • Securities activities of financial services holding companies and bank holding companies
  • Structure of business combination transactions from a regulatory perspective 
  • SOXA compliance 


If you have questions about corporate governance under federal and state law, we can advise you on: 

  • Assuring website compliance with applicable requirements 
  • Consulting on Form 8-K and other disclosure issues 
  • Compliance with corporate governance listing requirements with a focus on director independence and committee qualifications 
  • Directors’ and officers’ indemnification arrangements and liability insurance coverage 
  • 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 
  • 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 
  • Providing practical advice regarding the content of board and committee minutes 
  • Training employees, management and directors on ethics and compliance issues 


If you are the subject of an informal inquiry or enforcement action, our securities litigation practice can represent you in front of the:

  • Department of Justice
  • Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers)
  • Public Company Accounting Oversight Board,
  • Securities and Exchange Commission
  • State regulators
  • Other self-regulatory organizations

Key Contacts


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