Capital Markets and Securities

We offer broad experience in structuring and documenting capital-raising and other transactions under the Securities Act of 1933, as amended (the “Securities Act”) and the state securities laws, including:

  • Registered public offerings of equity and debt securities, including initial public offerings, secondary offerings, exchange offers and business combinations;
  • Private offerings of equity and debt securities by both public companies and privately held companies made pursuant to Rule 144A, Regulation D, Section 4(2) of the Securities Act or other federal or state laws;
  • Public and private transactions implicating U.S. federal and state securities laws in cross-border M&A and financing transactions; and
  • Going private transactions.

We handle all aspects of federal and state securities law compliance for public companies, including corporate governance issues relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, fiduciary responsibilities of directors and officers, compliance with issuer reporting and disclosure requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the securities registration requirements associated with the Securities Act and the state securities laws. We also counsel clients on compliance with respect to specific requirements of the SEC, FINRA, NYSE, Nasdaq and Over the Counter Bulletin Board.

Our public company practice includes counseling with respect to:

  • Preparation of periodic and current reports;
  • Drafting disclosure under the Exchange Act;
  • Proxy solicitations and organization of stockholder meetings;
  • Preparation of audit committee charters, codes of ethics and various other required policies and procedures;
  • Assistance with employee compensation matters and disclosure;
  • Formation and responsibilities of special committees;
  • Director and officer fiduciary duties and responsibilities;
  • Compliance with legal and ethical requirements, including rules relating to attorneys and other professionals who represent companies before the SEC;
  • Assistance with internal, FINRA or SEC investigations; and
  • Interaction with an issuer’s outside auditors.