Corporate and Securities Law

Securities Law and SEC Compliance

Our Corporate and Securities law practice also represents issuers and investment banks in connection with the offer and sale of securities. These transactions include both public offerings, such as IPOs and secondary offerings, as well as private placements and may include offerings of common stock, preferred stock, debentures, convertible debenture and/or warrants. Private Placement transactions include those exempt under Rule 144, Rule 144A, Regulation D and Regulation A. Our securities law specialists have also represented clients in connection with alternative financing structures such as reverse merger transactions, PIPEs and registered direct offerings. Our role in these transactions include planning, structuring, negotiating terms, reviewing and drafting offering documents, including registration statements and offering memoranda. Finally, we also counsel clients with regard to regulatory matters. In the case of public companies this includes their reporting obligations to the U.S. Securities and Exchange Commission under the Securities and Exchange Act of 1934 and their compliance with the rules and regulations of the particular exchange on which their securities are listed. In the case of our investment banking clients, our advice covers compliance with the rules and regulations of FINRA. Finally, we may also advise clients with respect to issues arising under the Sarbanes-Oxley Act of 2002. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the Trust Indenture Act of 1939. Our clients include companies of varying sizes at every stage of development, from start-ups to development stage to fully operational, from nano-cap to large-cap, and in a broad range of industries, including technology, life sciences, hospitality, real estate (including REITs), distance learning, food distributions, logistics, banking and finance, business services, publishing, and media and entertainment.