The members of the Firm’s Securities & Capital Markets Practice Group have extensive experience representing issuers, institutional, high net worth investors and investment banking firms in a broad range of securities and capital market transactions for domestic and foreign companies.
The members of the Firm’s Securities & Capital Markets Practice Group have extensive experience representing issuers, institutional, high net worth investors and investment banking firms in a broad range of securities and capital market transactions for domestic and foreign companies. We advise clients in all phases of the capital-raising process, including private placements of equity and debt, initial public offerings and follow-on public offerings.
We provide legal advice in all aspects of the following securities and capital markets transactions and related matters:
The Group represents foreign and domestic companies in raising financing through public offerings (including Regulation A+, REITS and SPACs) and private placements (pursuant to Regulation D and offshore offerings pursuant to Regulation S).
The Group assists public companies in obtaining a listing for its securities on the NYSE and NASDAQ and in complying with the continued listing and corporate governance requirements of those exchanges and the OTC Markets.
The Group assists reporting companies:
- in complying with their periodic reporting (Form 10-K, Form 10-Q and Form 8-K) and other required filings under the federal securities laws, including annual proxy statements and proxy statements for extraordinary transactions which require stockholder approval;
- in complying with the rules of the Financial Regulatory Authority (“FINRA”);
- in complying with requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act; and
- with respect to their external communications to investors and analysts.
The Group also provides advice concerning compliance with the corporation, limited liability company and partnership laws of Delaware, New York, New Jersey, Connecticut, Nevada, as well as other jurisdictions, as they relate to the formation, management and conduct of the activities of business entities and the fiduciary obligations of its directors, officers, managers and general partners to equity owners and others.
Members of the Group have represented companies with operations in the United States, China, Australia and various European countries, as well as in Latin America. We currently represent a number of entities based in China which became public through a traditional IPO or reverse acquisition.
The Firm represents a number of public and private companies in M&A transactions ranging in size from relatively modest transactions for family-owned businesses and early-stage companies to complex matters involving millions of dollars for large, multinational corporations. We also play a major role in our clients’ acquisition financing activities, from bank or other institutional lender financing to private offerings.
We represent a number of institutional investors, high net worth individuals and family offices in connection with venture capital and private investment. We also represent a broad range of early stage and late stage companies with venture capital transactions, including seed investments, various rounds of convertible preferred and debt financings, SAFEs, buy-outs and recapitalizations.
We advise our corporate clients as to matters affecting the Board of Directors, including director independence, and the composition and structure of Board committees, including committee charters, fiduciary duties, practices and conflicts of interest. We also represent various board committees from time to time regarding internal investigations, shareholder disputes and capital transactions.