Public Companies and Securities

Our Public Companies and Securities Service Group regularly assists our clients with offerings of equity and debt securities, public reporting and related SEC compliance issues, corporate governance, and compliance with national stock exchange rules.  Our roles range from being counsel on all securities and transactional matters for some clients, working collaboratively with in-house legal departments, and serving as special counsel to boards of directors and board committees in connection with both transactions and compliance matters.  Specifically, we handle:

  • Public offerings and private placements of securities, including primary and secondary debt and equity offerings, “angel” financings and other venture capital transactions.
  • Advising on SEC filings and disclosure issues on a regular basis.
  • All aspects of governance and securities law compliance, including NYSE and NASDAQ rules.
  • Developing earnings releases and other investor relations communications.
  • Implementing new executive compensation disclosure rules.
  • Responding to SEC inquiries in collaboration with in-house legal and accounting personnel and outside auditors.
  • All aspects of Dodd-Frank Act and Sarbanes-Oxley Act compliance.
  • Developing corporate policies, board committee charters, and other governance materials.
  • Executive compensation, working closely with our employee benefits attorneys whenever Internal Revenue Code and ERISA rules impact public company executive compensation and employee benefit plans. 

Practice Highlights

  • Counsel to special board committee in $342 million “going private” tender offer and share exchange.
  • $183 million initial public offering for NASDAQ restaurant chain.
  • $500 million universal shelf registration for NYSE relationship management services provider.
  • $200 million 144A senior note offering for NASDAQ human services provider.
  • $91 million 144A equity offering for private coal producer.
  • $46 million equity offering for NASDAQ health care company.
  • $26 million preferred stock placement to institutional investors by medical device developer, in conjunction with going public through a reverse merger.
  • Counsel to selling shareholder in $228 million offering of NYSE ADRs by Russian mining company.
  • $38 million initial public offering for NASDAQ banking company.
  • $63 million “dutch auction” self-tender offer by NASDAQ banking company.
  • $30 million institutional placement of debt securitized by contract royalties.
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