Securities and Capital Markets

Public and Private Offerings of Securities

From the inception of an IPO to the details of primary and secondary offerings, debt issuances, and rights offerings, our seasoned attorneys provide strategic guidance at every stage. Our lawyers are focused on making the transition from private to public successful during an IPO by helping to map out the process, from the initial paperwork to the final listing. When it comes to follow-on offerings, we handle the various stages from diligence and drafting of required disclosure documents and related agreements to coordination, along with the client, with banks, exchanges, and investors. Our lawyers also have broad experience in exempt offerings, including Rule 144A placements and private offerings under Regulation D or Section 4(a)(2) of the Securities Act of 1933, catering to clients seeking alternative avenues to access the capital markets. Our experience goes beyond domestic borders, as we frequently are called on to handle cross-border offerings and securities matters, providing strategic guidance to navigate the complexities of transactional structures more common to foreign jurisdictions and multijurisdictional disclosure systems

We also advise clients on securities issues relating to mergers and acquisitions, and divestitures involving public companies. These issues include advising on disclosure issues and transaction structures for public company transactions, including mergers and tender offers, "going private" considerations, proxy solicitation guidance, registration or exemption from registration of securities issued in a transaction, and listing and delisting of securities on stock exchanges.

Public Company Representation

Compliance with securities laws is a critical aspect of our practice. We have extensive experience representing public companies, as well as investors, in all aspects of compliance with federal securities laws. This includes disclosure obligations associated with securities offerings under the Securities Act of 1933 and periodic and ongoing reporting obligations under the Securities Exchange Act of 1934, annual and special meeting requirements, including proxy statement disclosures and proxy solicitation advice, stock exchange listing and compliance requirements, and delisting procedures. 

In addition, we provide guidance on the complex and far-reaching obligations under the Sarbanes-Oxley Act and the Dodd-Frank Act, including those applicable to disclosure controls, and internal controls over financial reporting, as well as ongoing reporting of stock ownership and trading under Sections 13 and 16 of the Securities Exchange Act of 1934 and insider trading investigations.  We also regularly advise management, boards of directors and board committees on corporate governance issues that are important for publicly and privately traded companies, including board and committee structure and composition, internal controls and procedures, investigations and compliance with state law fiduciary duties.  We can help implement anti-takeover devices and other defensive measures, helping to safeguard our clients' interests in an ever-changing regulatory environment.

We also regularly advise management and boards of directors on executive compensation matters for publicly and privately-held companies, including developing and implementing restricted stock, stock option, stock purchase and other cash and equity based compensation arrangements and agreements that address short-term and long-term corporate goals and objectives.