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Representative Experience

Public and Private Securities Transactions

  • SEC registered initial public offerings
  • SEC registered offerings in connection with merger transactions
  • SEC registered real estate offerings
  • Going private and tender offer filings
  • Private placements exempt from registration
  • Sales of restricted securities by officers and directors
  • 144A offerings

Broker/Dealer and Investment Advisor

  • Regulation
  • Filings with SEC, NASD and states to register broker/dealers
  • Filings with the SEC and states to register investment advisors
  • Counseling investment bankers in mergers and acquisitions, fairness opinions and other engagements

Compliance and Reporting Decisions

  • Annual and quarterly reports
  • Reports of insider transactions and statements of beneficial ownership
  • Proxy statements and annual reports to stockholders

Blue Sky (State Securities) Regulation

  • Registration of securities under state securities laws
  • Exempt securities offerings under state securities laws

Securities Litigation

  • Represent broker/dealers in securities litigation
  • Defense of federal and state securities investigations
  • Defense of private litigation

Representative Projects

Securities Act of 1933

  • SEC registered primary and secondary offerings on Forms S-1, S-2 and S-3, including initial public offerings
  • SEC registered offerings on Form S-4 in connection with merger transactions
  • SEC registered real estate offerings on Form S-11
  • Employee benefit plan offerings on Form S-8
  • Rule 144A offerings
  • Regulation S offerings
  • Intrastate public offerings exempt from registration under SEC rule 147
  • Private placements exempt from registration under SEC Regulation D
  • Rule 144 sales by control persons

Securities Exchange Act of 1934

  • Periodic reporting to the SEC on Form 10-K (annual) and Form 10-Q (quarterly)
  • Current reports on Form 8-K
  • Forms 3, 4 and 5 reports of insider transactions
  • Schedules 13D and 13G statements of beneficial ownership
  • Schedules 13E-3, 13E-4 and 14D going private and tender offer filings
  • Proxy statements and annual reports to stockholders

Blue Sky (State Securities) Regulation

  • Registration of the offering and sale of securities under the state securities laws of all 50 states
  • Exempt offers and sales of securities under the state securities laws of all 50 states

Broker/Dealer and Investment Advisor Regulation

  • Form BD filings with the SEC, NASD and various states to register broker/dealers
  • Form ADV filings with the SEC and various states to register investment advisors

Securities Litigation

  • Represent broker/dealers in securities litigation
  • Defense of federal and state securities investigations
  • Common law and federal securities law civil claims