Capital Markets & Securities Regulation
The collective experience of the lawyers in our Capital Markets & Securities Regulation Practice involves a wide range of clients and is diverse in industry and geography. Our lawyers have the expertise and experience to advise clients on the current regulatory landscape and changing market trends in deal structures when our clients contemplate entering the public market.
We offer a broad scope of services in matters related to securities laws and regulations. Our lawyers regularly represent issuers, investment banks, underwriters, placement agents, and investors. Our team advises our clients on matters relating to IPOs, follow-on offerings, shelf registrations, and take-downs, JOBS Act offerings, 144A offerings, and PIPE transactions. Our lawyers also work with clients on their continuing securities law reporting and compliance matters, as well as provide support to the clients’ inhouse legal staff on matters of securities law.
Our Capital Markets & Securities Regulation team also works closely with our litigators and compliance experts on matters relating to securities litigation and enforcement. Together our lawyers advise clients on shareholder actions, internal and SEC investigations, and other compliance or dispute issues affecting public and reporting companies.
Because of our global platform, we work with our global affiliates to advise foreign issuers on raising capital from the US public market, as well as acting as US counsel for companies with US subsidiaries and operations and seeking to list in non-US markets.
The time and expense of public offerings lead many corporate clients to raise investment capital in private markets in the US and abroad, and thereby by-pass the Securities and Exchange Commission’s (SEC) registration process. Our lawyers have assisted clients in their private placements of common and preferred stock, convertible and exchangeable debt and equity instruments, and warrants as well as bonds, debentures and promissory notes. Private placements are completed under the JOBS Act, Regulation D, Rule 144A and/or Regulation S. We assist our clients with negotiating the terms of placement and purchase agreements and other supporting documents.
Raising capital from the public is a complicated process. Our lawyers have advised clients on their public offerings of equity, equity-linked and debt securities through initial public offerings, follow-on offerings, shelf-takedowns, and registered direct offerings. We assist our clients in drafting and filing SEC registration statements, responding to SEC reviews and comments, negotiating agreements with underwriters, management, selling stockholders and service providers. We also counsel clients who are interested in going public through “reverse merger” transactions.
SEC Reporting and Compliance
A public company is required to comply with the SEC’s extensive and complex public disclosure and filing requirements, including periodic reports (Forms 10-K and 10-Q) and material event reports (Form 8-K). Our lawyers assist clients in drafting the transaction reports required of corporate insiders (Section 16 reports; Schedules 13D) as well as Proxy Statements and other materials required for stockholder meetings. We guide our clients in conducting their stockholder meetings, drafting press releases, and holding investor conferences. We also review to ensure that corporate transactions are implemented so as to comply with all US securities laws and SEC regulations.
Public Company Governance
Once a company is public, it is required to maintain certain standards of corporate governance. We counsel our clients not only on their relevant legal obligations but also on best practices and corporate ethics. Our lawyers have advised clients on board composition, selection of independent directors, committee charters, codes of ethics, and insider trading policies. We also advise clients on anti-takeover defenses, such as staggered boards, “poison-pills” and other protections implemented by corporate boards and/or stockholders.
Stock Exchange Listing Rules Compliance
Our lawyers have advised our clients on US securities exchange and “over-the-counter” (OTC) listing applications and maintaining listing standards. We work with our clients to ensure compliance with rules of the exchanges. We assist our clients with transaction notices and approvals, press release, responses to stock exchange and/or FINRA inquiries, and attendance at hearings. We also counsel our clients on maters related to up-listing and transfer listing.
Foreign Private Issuers
We have substantial experience with advising foreign corporations which are listed on US stock exchanges. We have securities lawyers who speak their languages and understand specific issues related to foreign private issuers. In addition to helping them navigate the initial public offering process, we work with them on their compliance with US securities law and regulations to maintain their status as US listed companies. We also assist them with financing and business transactions in US.
Claude A. Baum