Corporate and Securities

We advise public and private companies and their executives, directors and affiliates regarding state and federal regulatory matters, financing matters, corporate governance practices, SEC reporting and disclosure issues and securities transactions. We also represent broker-dealers and other regulated financial institutions.

We have handled various matters including representing companies seeking to go public and public companies. We serve as corporate/securities counsel or "quasi in-house" counsel to public and private companies ranging from development state to mid-cap companies.

We also regularly advise broker-dealers, investment advisers, distributors, trading groups, and other financial intermediaries and financial institutions regarding their registration, ongoing compliance and trading matters. Our representation has covered various matters including:

• Public offerings of equity, debt and convertible securities.
• Initial Public Offerings (IPOs).
• Reverse mergers and other alternative public offerings.
• Private Placements of debt and equity.
• Counseling regarding disclosure and other regulatory obligations under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act.
• Counseling on shareholder proposals, contested elections, and other forms of shareholder activism.
• Counseling concerning sales of securities by insiders and affiliates, including Section 16 compliance, Rule 10b5-1 programs, Rule 144 compliance and insider trading guidelines and restrictions.
• Resale of securities under Rule 144.