Every business needs advice on buying and selling securities, whether it relates to issuing their own shares, acquiring the shares of another company or obtaining financing from non-traditional lenders. We help our business clients comply with state and federal securities laws in all types of securities transactions. We also advise our clients in the financial services industry to help them comply with registration and reporting requirements. Our clients include broker-dealers, banks, underwriters, registered investment advisors and investment companies. Private placements have their own regulatory requirements. We work with clients to ensure compliance with all state and federal exemptions from full registration requirements. We have worked with public companies in connection with their reporting requirements, proxy solicitation and “going private” transactions. We have helped issue securities to:

• Accredited and non-accredited investors.
• Institutional investors.
• Angel investors and venture capitalists.
• Mutual fund investors.

We guide companies through:

• Strategic business and legal compliance planning and documentation.
• Government filings.
• Monitoring requirements to maintain exemptions from registration of those securities.
• Preparation of private placement memoranda.

Drawing on the expertise of attorneys in other firm practices, we advise our clients about:

• The relationship of employee benefit plans and securities laws.
• Stock option plans.
• Stock appreciation rights plans.
• Employee stock ownership plans.
• Registration and reporting requirements for broker-dealers, underwriters, investment advisers, investment companies and syndicates of securities.

Representative Experience:

• Obtained summary judgment on behalf of a securities brokerage dismissing a petition to vacate and confirming an underlying arbitration award which denied plaintiff’s claims under the Securities and Exchange Act of 1934.
• Represented the Commonwealth in civil proceedings relating to securities and investment fraud.
• Provide on-going advice to a bank holding company and affiliate investment management entity on Compliance with Bank Holding Company Act, the Investment Company Act of 1940, the broker-dealer provisions of the Securities Exchange Act of 1934, the Securities Act of 1933, and FINRA (Financial Industry Regulatory Authority) regulations.
• Resolved and dismissed various fraud and contract related claims in federal court pertaining to a client’s offer of securities to investors in the automotive industry.