Securities

We represent securities regulation at the federal and state level. We have rich experience to represent issuers, underwriters, selling agents and investors in significant securities issuance transactions of all types, including equity, debt, trust preferred, Rule 144A, venture capital and strategic investment transactions and taxable and tax-exempt bond offerings.

Our Representation has included:

  • Preparing a company to go public.
  • All the phases of the SEC registration process in connection with initial public offerings, exchange offers, corporate combinations, secondary offerings and offerings by selling shareholders.
  • Advising and organizing mutual funds and closed-end funds.
  • Advising and organizing private investment funds.

Our experience also includes third party tender and partial self-tender offers, reorganizations, exchange offers, insurance company demutualizations, going private transactions, securitizations and other less common transactions. We have also represented activist shareholders seeking policy changes and board representation.

We advise these clients regarding a wide variety of securities-related issues, including:

  • Reporting obligations for insider transactions.
  • SEC reporting requirements, including responding to SEC comment letters.
  • Corporate communications and Regulation FD.
  • Proxy disclosure requirements and preparation for shareholder meetings.
  • Consideration and implementing stock-based anti-takeover defenses, such as shareholder rights plans.
  • Dealing with dissident or activist shareholders.
  • Stock-based employee benefit plans.
  • Insider trading restrictions.
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