Securities & Corporate Governance

Our clients trust us on financing and corporate governance matters.

Every company needs the active attention of a senior attorney to guide its financings, SEC regulatory filings, and corporate actions efficiently and cost-effectively; few companies receive such service. In an area where companies often receive cookie-cutter, one-size-fits-all advice, we work closely with our clients. This enables them to understand all their options, make better decisions, and achieve a superior, more personalized result.

Financing and SEC Representation

No matter how diverse the activity — a financing such as a private placement, IPO, stock offering or exchange listing, an SEC filing, or a corporate action such as an acquisition or sale of assets, stock option plan, or tender offer/going private transaction — we apply a multiplicity of experience with regulations applying to companies of various sizes in different markets with full consideration of our clients’ current and future interests. With our comprehensive knowledge, we function essentially as an in-house general counsel for our clients, covering the entire wide range of activities they require for financing, SEC reporting, corporate compliance, and business development.

We have more than 25 years of experience in representing a number of underwriters operating in the small-cap market space — several on an ongoing basis. We also represent the interests of high-net-worth individuals, institutional investors, and business development corporations in their respective transactional and investing activities.

Clients benefit from our extensive expertise in IPOs, re-IPOs, listings on various national securities exchanges and trading platforms, and from our active guidance in day-to-day SEC and FINRA compliance, corporate governance, and Blue Sky registrations. Our clients operate in such diverse market segments as conventional and green energy (oil & gas, coal scrubbing, biofuels), medical devices, electronics, software development, and high-tech industries (genetic agriculture, automation equipment, transportation, fuel efficiency, industrial glass). We represent companies incorporated in the U.S., Canada, and the United Kingdom. We have developed a significant and growing practice working with Chinese companies, representing publicly traded companies with regard to SEC compliance, as well as a range of Chinese companies in their acquisitions in the U.S. Our diverse securities practice also includes expertise in Special Purpose Acquisition Companies (SPACs), domestic and international reverse mergers, and private investment – public equity (PIPE) transactions.

Corporate Governance

Corporate governance, the system by which an organization is directed and controlled, is a rapidly expanding area of concern for private and public companies, foundations, and other institutions. It involves regulatory and market mechanisms and the roles and relationships among management, the board of directors, shareholders, and other stakeholders. External stakeholder groups are shareholders, debt holders, trade creditors, suppliers, customers, and communities that are affected by the corporation’s activities. Internal stakeholders are the board of directors, executives, and other employees. We actively counsel these different constituencies, taking into account their various conflicts and responsibilities in such circumstances as take-overs, buy-outs, going-private transactions, investor negotiations, take-over prevention mechanisms such as rights plans, and employment matters.

We help organizations craft corporate governance structures. This includes structuring and writing audit committee, nomination committee, and compensation committee charters. We help implement these structures by drafting insider trading policies, advising both insiders and brokerage clients on insider buy/sell programs (Rule 10b5-1 plans), and advising on director and officer liability and mitigation. To discourage change of control events, we may help a company create a rights plan or restructure its certificate of incorporation or by-laws. After a company goes public, we help it learn the ropes of being a public company within the demands of running a business, having public shareholders, attracting further investment, and responding to and complying with stock exchange and SEC regulation.

Our approach to corporate governance solutions and counseling is practical, based on our long experience in dealing with all the different potential players in a transaction, always taking into account the current best practices for the situation and the overall needs of the company.

Crisis Response

Because of the multiplicity of practice groups within the firm and our long experience of advising corporations and foundations, we also are able to formulate a crisis response in those situations where one of the corporate constituencies needs immediate advice to address a business situation. For example, in a take-over situation, we may advise the company, the full board of directors, or an independent committee of the board formed to evaluate the offer. In other situations, we may be advising one of the parties attempting to acquire a corporation or make a significant investment by tender offer, aggregate market purchase, or similar transaction.