Securities

We provide a broad range of legal services and counseling to companies ranging from start-ups, emerging businesses and IPO candidates to exchange-listed companies. Services offered (detailed below) include matters relating to registration of public offerings including IPOs and secondary offerings; private placement of equity and debt; Securities and Exchange Act registration, reporting, and compliance; proxy statements and solicitations; merger and acquisitions; contested proxy solicitations and takeover matters; Section 16 reporting and insider trading compliance; broker-dealer registration and compliance; stock option, stock purchase and other stock-based compensation plans; tender offers, stock repurchases and going private transactions; corporate governance and antitakeover provisions; stock exchange and Nasdaq listings; and securities litigation and arbitration proceedings.

With our state of the art communications, research and document production capabilities, we can efficiently work as part of a team to address a client's legal needs and effectively coordinate provision of professional services. Foremost in our client relationship is our commitment to deliver quality, results-oriented services in a cost-effective manner in comparison to larger metropolitan area law firms.

When representing companies, we bring a long-term perspective, often representing businesses from their inception, advising them through initial equity placements, and then representing them in IPO's, subsequent financing transactions and strategic acquisitions, as well as ongoing compliance and reporting obligations as a public company. We act as general counsel to public companies, as well as special counsel for specific projects such as public offerings, proxy contests, equity and debt placements, mergers and acquisitions, and shareholder derivative claims.

Areas Of Securities Law Practice

• Public Offerings - Representing issuers and underwriters in public offerings of equity and debt securities under the Securities Act of 1933, including preparing registration statements for IPOs and secondary offerings, advice regarding the underwriting process, and listing securities on an exchange or Nasdaq.
• Mergers and Acquisitions - Advising both acquiring and target corporations regarding the implications of securities-based mergers and acquisitions, including the offering and registration of securities on Form S-4, tax-free treatment in mergers and acquisitions, obtaining regulatory approvals, and compliance with antitrust laws.
• Contested Proxy Solicitations/Hostile Takeover Attempts - Representing corporations and directors in connection with proxy contests and hostile takeover attempts, including counseling on director fiduciary duties, implementing takeover defenses, counseling regarding business combination statutes, and defending shareholder derivative claims and litigation.
• Exchange Act Reporting - Advising clients with respect to disclosure obligations of public companies, managing corporate information and inquiries from the press, and compliance review of periodic reports under the Securities Exchange Act of 1934, including reports on Forms 10-K, 10-Q and 8-K, and reports for entities qualifying as small business issuers.
• Proxy Materials - Assisting with preparation, review and filing of proxy and information statements with the SEC for annual and special shareholders meetings, including advice relating to shareholder proposals, proxy solicitation issues, and meeting procedures.
• Beneficial Ownership Reporting - Providing a compliance review of beneficial ownership reporting pursuant to Section 16 of the 1934 Act (Forms 3, 4 and 5), as well as beneficial ownership reporting under the Williams Act provisions of the 1934 Act (Forms 13D and 13G).
• Insider Trading Issues - Counseling of corporate insiders with respect to restrictions on insider trading under the anti-fraud provisions of the 1934 Act, as well as insider transaction reporting obligations and short-swing trading provisions under Section 16 of the 1934 Act, and counseling corporations on implementing compliance policies in this area.
• Tender Offers and Repurchase Programs - Representing public companies in hostile tender offers, odd lot repurchase programs, and other issuer repurchase programs of debt or equity.
• Restricted Stock Trading by Affiliates - Advising companies and executive officers regarding the disposition of "control securities" and "restricted securities" pursuant to Rule 144 and implementing appropriate compliance programs for companies.
• Employee Benefit Plan Issues - Advising clients regarding securities law implications for employee benefit plans and stock-based compensation for executives, including registration of plans on Form S-8 and review of plan annual reports on Form 11-K.
• Electronic Filing Requirements - Assisting companies with respect to compliance with the EDGAR electronic filing requirements.
• Executive Compensation Plans - Counseling with respect to, and preparing, tax-qualified retirement plans, non-qualified deferred compensation arrangements, stock based incentive plans, executive employment and change of control agreements, cafeteria plans, and a variety of other types of employee plans and issues.
• Private Placements - Representing companies in private placements of securities including preparing and reviewing private placement memoranda, blue sky filings, and other regulatory filings in connection with exempt offerings under Regulation D and real estate syndications under New York State regulations.
• Securities Litigation - Representing companies and directors in shareholder derivative claims and litigation, contested hostile takeovers, 10b-5 actions, breach of fiduciary duty claims and other arbitration and litigation matters in federal and state courts.
• Broker-Dealer and Investment Adviser Issues - Counseling clients regarding federal, state and self-regulatory requirements for brokers, dealers and investment advisors.