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Practice Highlights

  • Partner-level attention on transactional, regulatory and compliance issues
  • Transactions, regulatory matters, compliance issues, corporate governance and compensation matters

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Securities

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

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 and 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 value cost-effective, partner-level attention on complex litigation matters such as these.

Transactional and Regulatory Matters

Clients of the group include businesses in a wide range of industries, such as 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

Representative Matters

  • Lead counsel in various securitization transactions involving new and exotic assets (e.g., telecom, intellectual property, energy receivables and insurance)
  • Represented companies in wide variety of businesses in their initial public offerings, including  software, retail, human resources consulting and e-commerce marketing
  • Defense of securities fraud class actions brought against companies including a leading bio-pharma company and a mid-sized software firm
  • Defense of a research firm in two highly publicized securities cases involving allegations of market manipulation against investment advisors, hedge funds, financial institutions and other professionals
  • Represented an NYSE-listed manufacturing company in a proxy contest for control
  • Represented a retail merchant in an on-going private transaction
  • Represented a software company in a $250 million convertible debenture private placement
  • Represented a public electronic components manufacturer in its sale through a tax free exchange with another public company
  • Represented publicly-held regional banks in follow-on public offerings
  • Represented a European-based investment fund in its acquisition of a substantial stake in a major domestic publicly traded airline
  • Represented the Audit Committee of the Board of Directors of a $2 billion company on Sarbanes-Oxley compliance and other corporate governance matters
  • Negotiation of terms of a litigation settlement providing for the issuance of shares in a publicly held company and the subsequent registration of shares for resale
  • Defense of officers and directors in “controlling person” litigation brought by individuals opting out of a class-wide settlement
  • Representation of individuals and companies in SEC formal investigations and informal inquiries of alleged securities fraud and insider trading
  • Defense of unauthorized trading and churning claims
  • Represented a Nasdaq-listed company in an international arbitration arising from naked short selling activity
  • Engagement of senior attorneys as experts in:
    • Representation of a former executive officer of a publicly held company in an action involving the alleged wrongful termination of stock options
    • Representation of a Fortune 500 company in an action involving obligations to disclose contingent environmental liabilities in SEC filings
    • A securities arbitration involving disclosures regarding a margin account

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