Securities

The Securities Practice Group handles public and private offerings on behalf of issuers, underwriters, private investment firms and investment advisory firms. These offerings have ranged in size from start-up ventures to entities engaged in a broad spectrum of business activities.

Our attorneys structure private and public offerings of debt and equity securities, initial and secondary public offerings, shelf registrations, Rule 144A transactions, management and leveraged buy-outs, spin-offs, tender offers, issuer tenders and buy-backs, conduit financings, de-registrations and going-private transactions. We assist clients with registration of business combination transactions, institutional private placements, commercial paper programs, registration of employee benefits plans, dividend reinvestment, stock purchase plans, legal compliance and enforcement matters.

Specifically, we offer the following services:

Private Financing

Financings structured to avoid the offer and sale of a security
Private placements and other offerings of securities exempt from registration
Debentures and other redeemable debt/equity financing

Public Offering

Public offerings remain a primary source of capital and an important threshold for many emerging businesses. With experience ranging from initial public offerings of common stock, to "roll ups" and other complex offerings, we provide complete legal representation to the issuer or underwriter in a public offering of securities including:

Preparation and filing of a registration statement
Preparation of underwriting documentation and compliance with NASD corporation finance requirements
"Blue Sky" law analysis and compliance

Our attorneys also advise on day-to-day issues including:

Reporting under the Securities Exchange Act of 1934, as amended
Federal, state and NASD regulation of broker-dealers
Federal and state regulation of investment companies and investment advisors
Resales of restricted securities