Businesses ranging from development-stage companies to publicly held companies and financial institutions call on the Securities Law Practice Group for partner-level attention on transactional, regulatory and compliance advice, as well as representation in litigation and enforcement matters. For publicly held companies, we also provide advice on Sarbanes-Oxley and corporate governance matters. Our experienced and multidisciplinary team is focused on providing practical, business-oriented advice in an efficient and cost-effective manner.

Transactional and Regulatory Matters

Clients of the group include businesses in a wide range of industries, including manufacturing, technology, e-commerce, biotechnology, electronics, software, banking, service, consumer products and healthcare. We provide legal advice in areas governed by state and federal securities laws, including:

• Transactions
  • securities offerings (public and private)
  • mergers and acquisitions
  • tender offers (friendly and hostile)
  • venture capital and private equity
  • going private
  • proxy contests
  • stockholder distributions
• Regulatory and compliance issues
  • SEC reporting and compliance for publicly held companies and their officers, directors and shareholders, including:
    • annual, quarterly and other periodic reports (Forms 10-K, 10-Q and 8-K)
    • securities ownership reports (Forms 3, 4 and 5; Schedules 13D, 13F and 13G)
  • NYSE and NASDAQ company listing and governance matters
  • broker-dealer and investment-adviser organization and compliance
  • SEC, state and stock exchange inspections
• Corporate governance and compensation matters
  • board and committee structure and duties
  • codes of ethics
  • best practices
  • executive compensation
  • equity compensation plans

Litigation and Enforcement

We represent companies, officers and directors in a broad range of regulatory proceedings and litigation. We have substantial experience representing parties involved in actions brought by private litigants, SEC and FINRA investigations and enforcement proceedings, arbitration proceedings resulting from customer-broker and broker-broker disputes. These proceedings involve a wide range of subject matter, including market manipulation securities fraud, RICO claims, registration issues and SRO compliance matters.

Our litigation team has extensive experience handing the procedural and substantive issues arising out of large securities cases including defenses available under the Private Securities Litigation Reform Act, the Securities Litigation Uniform Standards Act and substantive defenses pertaining to loss causation and preemption. Our clients appreciate cost-effective, partner-level attention on complex litigation matters such as these.

Experienced Team

The group includes attorneys with significant experience at the SEC, including a former SEC Branch Chief, as well as a former Foreign Service Officer with experience in international arbitrations. We write and speak frequently on securities-related topics. Recently, two members of the group presented a program titled "Don't Get Madoffed" for investors and advisors seeking to avoid being victims of securities fraud.