Securities

Overview

Let us handle the legal nuances applicable to your various securities transactions and related litigation matters. We regularly represent issuers, investors, privately held companies, investment fund managers, investment companies and investment advisors in a wide range of securities matters including preparing and negotiating private placement debt or equity offering documents, shareholder voting and stock transfer agreements, and issuer organizational and corporate governance agreements and policies. We also assist with preparing required securities filings with applicable federal and state regulatory agencies and advising on the structure of your investment funds. In addition, our securities team counsels founders, directors, companies and shareholders on a variety of securities related matters, including questions related to primary offering and secondary transfer, availability of certain exemptions, compliance issues, disclosure concerns, disputes and investigations. You can also count on McDonald Hopkins for reliable and current information about any pending development in securities law and corporate governance that may affect your business.

In addition, our interdisciplinary team has experience representing clients belonging to various industries in:

• Private placement transactions under Rule 504 and Rule 506 of Regulation D, and offerings conducted under Regulation S or other exemptions
• Equity, debt or convertible debt offerings
• Form N-1A or Form ADV filings for investment companies and investment advisors
• Private equity and search fund formation projects
• Stock options or other equity-related incentive compensation plans
• Fiduciary duty compliance matters
• Anti-fraud matters and addressing other disclosure concerns
• Rule 144 transactions
• Insider trading and other corporate governance policies
• Directors’ and officers’ indemnification arrangements and liability insurance coverage 
• Preparing, revising and assisting in the implementation of Audit, Compensation and Nominating/Governance committee charters and appropriate committee policies
• Providing practical advice regarding the content of board and committee minutes, and training employees, management and directors on ethics and compliance issues
• Interfacing with the Securities Exchange Commission, Department of Justice and state securities regulators in informal or formal inquiries or enforcement actions
• Counseling clients on governmental bond finance projects with respect to public infrastructure and other related projects
• Preparing, drafting and filing proxy statements, annual reports and other required reports for public companies in connection with their periodic filings, M&A activity and other business combination transactions
• Advise clients on securities issues related to funds utilizing economic development incentives, such as historic tax credits and other preservation tax incentives
• Reorganization transactions involving setting up subsidiary structures, affiliate arrangements or roll-up deals
• Advising dissident or minority shareholders in buy-out transactions or efforts to obtain more rights from issuing company