Securities Law Compliance & Offerings

Our securities compliance attorneys assist clients in meeting their compliance obligations under federal and state law, as well as the rules of the various stock exchanges, the National Association of Securities Dealers, and other self-regulatory organizations.  Among the securities compliance services we provide are the following:

  • SEC periodic (e.g., Forms 10-K, 20-F, 40-F and 10-Q) and current (Forms 8-K and 6-K) reporting
  • Proxy statement disclosure, proxy contests and shareholder proposals
  • Informal corporate disclosures, press releases, website postings, and communications with analysts and investors
  • Regulation FD (Fair Disclosure)
  • Non-GAAP financial information (Regulation G)
  • Forward-looking information and statutory safe harbors
  • Section 16 reporting, transaction review and negotiations with “strike” lawyers
  • Resales of restricted securities, including under Rule 144
  • Insider trading and pre-clearance policies
  • Rule 10b5-1 trading plans
  • Offerings of debt, equity, and hybrid securities
    Shelf registration
  • Dividend reinvestment plans
  • Employee stock purchase plans
  • Benefit plan securities registration on Form S-8 and annual reporting on Form 11-K
  • Securities law aspects of estate planning, including with regard to family limited partnerships and trusts, and grantor retained annuity trust (GRATS)
  • Exemptions from Investment Company Act and Investment Advisors Act for hedge funds and family offices
  • Private placement offerings of debt and equity securities
  • Private investments in public entities (PIPEs)
  • Stock repurchase programs

Regarding securities offerings, our capital markets practice has more than 100 lawyers who advise clients on the full range of securities matters, including complex public and private offerings of equity, high-yield, speculative and investment-grade debt, convertible and hybrid securities.  We have significant experience advising corporate issuers in numerous and diverse industries, and we represent issuers and underwriters in all types of offerings, under U.S. and non-U.S. law.

Contacts

Securities Client Services

McDermott Will & Emery

McDermott Will and Emery