Whether navigating complex regulations, structuring and negotiating a deal or simply conducting day-to-day business, public companies are subject to intense scrutiny by regulatory agencies and investors. We assist in all aspects of securities regulation, from ongoing compliance with federal and state securities laws and requirements of the NYSE and other stock exchanges, to handling equity and debt offerings and transactional projects involving securities across a broad spectrum of structures.
We are experienced in a wide variety of complex issues involved with public and private offerings of securities, including the special requirements imposed by the Sarbanes-Oxley Act and its progeny, as well as with the broad range of more routine securities matters that arise in the ordinary operations of substantial business enterprises. In addition to securities offerings, we represent clients in major business combinations involving securities, including spin-offs, roll-up transactions, proxy contests, leveraged buy-outs, friendly and hostile tender offers, going-private transactions and anti-takeover planning.
- IPOs, Financings and Business Combinations
We represent companies and investment banking firms in initial and follow-on public offerings, including equity and debt, public and private, as well as in acquisitions and sales of businesses, proxy contests, leveraged buy-out transactions, reorganizations, friendly and hostile tender offers, going-private transactions, anti-takeover planning, employee stock ownership programs and stock option plans.
- SEC Counseling
We advise public companies on all aspects of compliance with the complex requirements imposed by the Securities and Exchange Commission (SEC) and stock exchanges – from the technical aspects of filing periodic reports with the SEC and other regulatory authorities and disseminating proxy materials to shareholders to the substantive and often sensitive aspects of satisfying public disclosure obligations without unduly disrupting the planning and implementation of strategic business initiatives. We also counsel directors and management of publicly held companies about compliance with the special reporting and trading rules applicable to their ownership of their companies' stock. In addition, we help develop programs to use stock effectively in incentive compensation plans and transactions.
- Securities and Shareholder Litigation
We advise our clients in class action securities cases filed against publicly traded companies and in litigation involving securities claims under both federal and state laws affecting privately owned companies, including claims concerning shareholder allegations of breach of fiduciary duties and other claims arising out of mergers and acquisitions. We represent clients in cases in federal and state court and in arbitrations in many states. Our experience includes handling large and complex broker-dealer arbitrations throughout the United States.