Our Securities & Corporate Governance practice represents clients in industries, simple and complex, including financial services, consumer goods, energy, equine, healthcare, waste management, pharmaceutical, and technology. Regardless of the issues our clients face, success is our mission, and we bring a wealth of experience and dedication to our work.

Our Securities experience includes:

• Capital raises in private placements and other exempt offerings
• SEC registered public offerings of debt and equity securities
• ’34 Act securities law compliance for public companies, including periodic reporting companies
• Proxy solicitations
• Stock as a consideration in acquisitions, both privately issued and publicly registered
• Representation of issuers and investors in venture capital and angel financings
• Registration rights agreements
• Section 16 Reporting
• Tender offers
• Stock splits
• Investment advisor registration and compliance

Our Corporate Governance experience includes:

• Representation of start-ups from formation through initial capital raises
• Preparation and negotiation of limited liability company agreements, stockholder agreements, other buy-sell agreements, and investor rights agreements
• Negotiation of rights for preferred and minority investors
• Advice to boards of directors on fiduciary duties and other governance obligations
• Prosecution and defense of dissenters’ rights actions
• Negotiation of employment agreements
• Preparation of and advisement on the implementation of incentive compensation plans
• Internal corporate investigations
• Compliance with stock exchange rules
• Cash-out mergers of minority owners
• Subchapter S conversions