Our Securities attorneys assist domestic and foreign clients in raising funds through public and private securities offerings and venture capital financings, and in complying with relevant federal and state securities laws.
We have years of experience in private and public securities offerings, stock-based mergers and acquisitions, real estate private placement transactions, financings of emerging-growth companies and other corporate finance transactions.
We represent companies in connection with:
- Public offerings of equity and debt securities, including underwritten initial and secondary offerings, selling stockholder offerings, best efforts and direct offerings, and rights offerings;
- PIPE and other types of private placement offerings of equity and debt securities pursuant to Regulation D, Regulation S and Rule 144A;
- Listings on the New York Stock Exchange, the NASDAQ Stock Exchange and the OTC Bulletin Board, and on ongoing compliance issues related to such listings; and
- Merger and acquisition and corporate reorganization transactions.
We also provide advice and assistance to companies and their Boards of Directors concerning Sarbanes-Oxley and other corporate governance and fiduciary duty requirements; periodic reporting (in compliance with SEC, NYSE, NASDAQ and other required public disclosures); proxy solicitations; broker-dealer and investment advisor regulatory matters; and securities law compliance counseling of private and public companies, broker/dealers and investment advisors.
In addition, we assist clients in structuring, forming and operating domestic and offshore private investment funds in the real estate, securities and commodities fields of investments. In this capacity, we prepare or review fund formation and offering documentation, including:
- Fund manager level organizational agreements;
- Fund-level organizational agreements such as limited liability company agreements and limited partnership agreements;
- Private placement memoranda;
- Subscription documents;
- "Blue sky" state securities filings;
- Investment management agreements; and
- Agreements with third-party service providers, such as prime brokers and administrators.
We also handle a wide variety of regulatory and transactional matters related to the ongoing operational activities of funds and/or fund managers.