Technology has made it easier to collect, analyze, share and exploit personal data. Data privacy and Any company that accesses the capital markets, whether through a private placement or a public offering, exposes itself to significant compliance obligations. These include the need to comply with the federal securities laws and state “blue sky” statutes in connection with offerings of debt or equity securities. These statutes uniformly place the burden of compliance squarely on the issuer of the securities, and in addition to civil and even criminal sanctions against issuers and their controlling persons for violations of those laws, they also provide investors with a “put” right, entitling them to rescind their purchase in the event of a violation.
As challenging as compliance with the laws applicable to securities offerings may be, for public companies, that is just the start of the compliance demands that they face. Public companies must navigate an array of periodic reporting requirements, proxy rules, stock exchange listing requirements and the corporate governance obligations associated with them. Public company insiders are required to publicly disclose their holdings on an annual basis and are subject to additional reporting and other requirements whenever they trade in their company’s securities. Because the federal securities laws require companies to take reasonable steps to prevent insiders from trading on material non-public information, public companies also must police transactions by their insiders through development and enforcement of appropriate insider trading policies.
Today, companies also face the challenge of a Securities and Exchange Commission that is promising to be even more aggressive regarding enforcement. New SEC Chair Mary Jo White has made it clear that she intends to seek significant penalties and other remedial sanctions against both companies and individuals, and that it will also increasingly pursue enforcement actions for small violations of the law, as a means of further deterring more significant misconduct.
Calfee attorneys routinely represent privately held and publicly traded companies when they access the capital markets, and assist publicly traded companies and their officers, directors and major shareholders in complying with their obligations under the securities laws and stock exchange rules. Our services include:
- Comprehensive representation of issuers and financial intermediaries in connection with public and private securities offerings
- Education of boards of directors and corporate officers on their obligations under the federal securities laws, and assistance in developing and implementing appropriate policies and procedures to address compliance requirements
- Assistance in developing corporate codes of conduct, audit, compensation, governance and nominating committee charters required by Nasdaq or NYSE rules
- Preparation and review of SEC filings, including annual and periodic reports required under the Securities Exchange Act of 1934, proxy statements, insider transaction and ownership reports
- Review of shareholder communications and assistance in developing and implementing investor communications policies and in Regulation FD compliance
- Representation of public companies, directors and officers in connection with SEC or stock exchange investigations