Securities dealings are not only financially complex; they are also highly regulated. Virtually all types of equity transaction — from initial stock offerings to issuances of stock options and bonuses to mergers and acquisitions — raise legal issues under state and federal securities law.
Failing to take heed of securities regulations could jeopardize your business. Not only could you lose your funding, but you could also potentially subject yourself to civil and criminal liability. Enlisting the help of a qualified lawyer is a wise and often indispensable step for protecting your business interests.
In connection with a private placement of securities, one of our areas of securities law expertise is in preparing private placement memoranda (“PPM”) to be delivered to qualified prospective investors and all other legal documents relating to the private placement, including “accredited investor” questionnaires and subscription agreements. We also provide guidance with ensuring that the private placement complies with the requirements of applicable federal and state securities laws, including the Securities Act of 1933, as amended (the “Securities Act”), and satisfies the conditions of exemptions from the registration requirements of the Securities Act (including Rule 506 of Regulation D thereunder) and of applicable state securities laws (also known as “blue sky laws”). We also effect the filing of Form D with the Securities and Exchange Commission (the “SEC”) and the filing of required “blue sky law” filings required under applicable state securities laws.
In connection with a registered initial public offering of securities among our areas of securities law expertise, we prepare the initial public offering documents, such as the Form S-1 Registration Statement (the “Registration Statement”), and interface with the SEC through its review process until the SEC declares the Registration Statement effective. We work closely with a number of independent auditors and can provide referrals to accountants qualified to practice before the SEC. We also assist clients list their securities on the various national securities exchanges and automated quotation systems. We also assist with preparing and obtaining the clearance of a Form 15c2-11 application with FINRA through a market maker.
In connection with an initial public offering, we also assist the client to establish all of the corporate governance practices and procedures required of a public company, including:
- Establish audit, nominating and compensation committees and prepare the committee charters;
- Advise and instruct the Board of Directors with respect to its duties and responsibilities; and
- Prepare an Insider Trading Policy and Code of Ethics.
We also provide securities law expertise and prepare and file Registration Statements on Form S-8 to register shares to be offered and sold to employees and consultants.
We provide securities law expertise and legal services to clients to assist with their ongoing compliance with applicable federal and state securities laws and regulations, including the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The services we provide in this practice area include:
- Providing assistance with the preparation and filing of annual, quarterly and periodic reports required to be filed with the SEC pursuant to the Exchange Act (e., Forms 10-K, 10-Q and 8-K);
- Providing assistance with compliance with the proxy rules under the Exchange Act and preparing required documents related thereto, including (as applicable) annual Schedule 14A proxy statements or Schedule 14C information statements;
- Providing assistance with effecting required filings with the SEC by officers and directors, such as Forms 3, 4 and 5 under Section 16 of the Exchange Act and Forms 13D and 13G under Section 13 of the Exchange Act;
- Preparing stock incentive plans or stock option plans and related Form S-8 Registration Statements to be filed with the SEC under the Securities Act;
- Providing assistance with compliance with Regulation FD regarding fair disclosure of information to the public;
- Providing advice with respect to compliance with insider trading restrictions under the Exchange Act; and
- Preparing Form S-4 Registration Statements under the Securities Act with respect to mergers and acquisitions.