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Public Company Representation
We provide full service ranging from entity formation and tax planning, to public and private offerings of securities, to mergers and acquisitions, to all securities reporting, disclosure and compliance matters. For these issuer clients, our role has ranged from special counsel for an isolated transaction to de facto general counsel personally handling (or, where appropriate, supervising local counsel, special counsel, or counsel appointed by the clients' insurance carriers) every need the client may have for legal services. Working with the clients' auditors, CFO's and any in-house legal counsel, we help draft the clients' periodic reports on Forms 10-K, 10-Q, and 8-K as well as press releases. Bankers, financial advisors, regulators, and M&A candidates routinely tell our clients that their public disclosure documents are among the best they have seen.
We routinely prepare registrations statements on Forms S-1, S-3, S-4, and S-8. We specialize in complex offerings that require substantial interaction with the SEC staff. We also advise clients with respect to initial and continued listing on Nasdaq, Section16 compliance (including cost-effective preparation and electronic filing of Forms 3, 4, and 5), all types of capital raising transactions, including debt offerings governed by Rule 144A, and executive compensation and securities based employee incentive plans. We help draft our clients' proxy statements and run their shareholder meetings. We have also represented both issuers and promoters in formal investigations before the Enforcement Division of the Commission and in civil actions brought by the Commission.
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