Whether you are an issuer, underwriter, investor, corporate officer, or director—we can offer insightful guidance and best practices that will enable you to successfully navigate the maze of applicable regulations. We provide strategic advice on all aspects of federal and state securities law and regulation.

Corporate & Business Law - Securities

Anticipating issues to help you stay focused on growing your business.

Our Professionals

We offer sophisticated advice on all aspects of federal and state securities law and regulation. Specific services include:


Equity & Debt Offerings

  • Public, private and 144A offerings of equity, debt, and other securities
  • IPOs, follow-on offerings, secondary offerings, venture capital, and private equity financings
  • Private investments in public equities (PIPEs)


Mergers & Acquisitions

  • Public and private mergers
  • Stock and asset transactions
  • Tender offers
  • Exchange offers
  • Leveraged buyouts (LBOs) and other change-of-control transactions


Recapitalizations, Reclassifications, & Reorganizations

  • Spin-offs, split-offs, roll-ups, rights offerings, and similar transactions
  • Going-private transactions
  • Bankruptcy reorganizations
  • Section 363 sale transactions


Cross-Border Transactions

  • Regulation S placements
  • Asset acquisitions and stock exchanges


Shareholder Campaigns

  • Proxy contests and activist campaigns
  • Dissident shareholder campaigns


Executive Compensation

  • Employment agreements
  • SEC and stock exchange disclosure and regulations
  • Employee benefits
  • Equity compensation plans
  • Compensation committee counseling
  • Tax, 409A, and 280G issues


Securities Exchange Act

  • Periodic and current reporting (10-Ks, 10-Qs, and 8-Ks)
  • Proxy and information statements
  • Section 16 compliance (Forms 3, 4, and 5)
  • Section 13 beneficial ownership reporting
  • Designated Advisor for Disclosure (DAD) with the OTCQX U.S. and international markets


Investment Company Act

  • Public and private investment company registration (or exemption)


Public Finance Transactions


Broker-Dealer and Investment Adviser Matters

  • Formation and registration
  • Federal and state regulatory compliance


Corporate Governance

  • SEC and stock exchange governance regulations
  • Board organization, board committee charters, fiduciary duties, governance guidelines, whistleblower policies, and best practices


Resale of Restricted Securities

  • Rule 144, insider trading policies, and registration rights
  • Rule 10b5-1 plans



  • Securities fraud class actions
  • Insurance class actions
  • Shareholder derivative suits
  • Whistleblower litigation
  • Ownership and partnership disputes
  • SEC and internal investigations
  • FINRA arbitrations


To learn more about our Securities practice, please contact our Practice Group Chair: Margaret D. Farrell.

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