top of page

   Finance (Corporate Securities)

 

  • Drafting and negotiation of contracts for administration, asset exchange, custodianship and exchange of services.

 

  • Preparation and filing of registration statements, proxy statements, annual, quarterly and current reports and other Securities and Exchange Commission (SEC) and Financial Accounting Standards Board (FASB) requirements as well as private placement memoranda and related private offering materials, and managing foreign counsel to file any required similar documents in the applicable foreign jurisdictions.

 

  • Particular attention to the language in the Management Discussion and Analysis (MD&A) portion of a public company's 10-K annual filing, in which management analyzes the company’s performance, provides commentary on a range of subjects, including the company’s compliance with applicable laws and regulations, financial statements, systems and controls, and actions it has planned or has taken to address any challenges the company is facing and outlines aspirational future goals.

 

  • Compliance with federal and state securities registration laws and related regulatory matters for public and private offerings of securities, broker-dealer and investment advisers, including research into any available exemptions from such laws.

 

  • Compliance with SEC Forms 3, 4, 5, 8-K, 10-K, 10-Q, ADV, CPO-PQR, PF, S-8, Regulations D, FD, G, S, proxy statements, Rules 10b-5, 10b5-1, 144A, Schedules 13D, 13F and 13G, Exchange Act Sections 10(b), 13, 15(d) and 16.

 

  • Preparation of periodic SEC reports, filings and advice in relation to assisting audit, compensation and nomination committees comply with the requirements of the SEC, change in control, corporate restructurings, disclosure obligations, equity-based compensation plans, exchange offers, going-private transactions, insider transactions, option-based compensation plans, proxy contests, spin-offs, tender offers, and any relevant securities exchanges.

 

  • Extensive direct interaction and coordination with underwriters, investment banks, placement agents, investors, hedge funds, search funds, Private Investment in Public Equity (PIPE) funds, issuers, underwriters, investment banks and investors in public and private offerings.

 

  • Participation in complex, large-scale transactions involving publicly-traded entities and emerging companies for initial public offerings (IPOs), alternative public offerings (APOs), direct public offerings (DPOs), special purpose acquisition companies (SPACs), debt or hybrid securities secondary offerings of equity, bank holding company matters, conversion of mutual insurance companies, conversion of savings and loan associations, financial services securities matters, formation of downstream holding companies for insurance companies, formation of new ventures (including corporations, partnerships, limited liability companies and joint ventures), going-private transactions, hostile and friendly tender offers, public and private debt and equity financings, venture capital transactions, follow-on public offerings, public and private placements of debt, and preferred and convertible securities.

 

  • Familiarity with IPO issues, such as the potential liabilities facing directors and officers under the federal securities laws with respect to the IPO registration statement, mitigation of risk, contrast of the risk that may result from serving as a director of a public company as opposed to a private enterprise, the key IPO-preparation activities, responsible parties required for an IPO anticipated IPO timeline, selecting underwriters, assembling a public company board, understanding the SEC registration process, managing publicity and communications during an IPO, navigating the compliance requirements of life as a public company.

 

  • Preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications in the US – on the New York Stock Exchange (NYSE) and National Association of Securities Dealers Automated Quotations System (NASDAQ) – in the UK – on the Alternate Investment Market (AIM), ICAP Securities and Derivatives Exchange (ISDX) – now the NEX Exchange, London Stock Exchange (LSE) and PLUS Markets Group – and on the Singapore Exchange (SGX).

 

  • Experience with public company issues of securities in private transactions, including PIPE transactions involving complex resale and trading issues.

 

  • Consultation for issuers, investors and intermediaries in connection with private placements of equity, debt and hybrid securities, both convertible and fixed, and secured and unsecured, for public companies.

 

  • Experience with unusual funding sources such as tokenization, and crowdfunding pursuant to the Jumpstart Our Business Startups Act (JOBS).

 

  • Experience with real estate securities and real estate-backed securities such as commercial mortgage-backed securities (CMBS), residential mortgage-backed securities (RMBS), including consultation regarding listed and non-listed real estate securities, forming and structuring real estate investment trusts (REITs), and Internal Revenue Code (IRC) Section 1031 exchange transactions.

 

  • Extensive direct interaction with real estate securities industry participants, including developers, sellers, investors, tenant-in-common sponsors, investment banks, lenders, state and federal regulators, Internal Revenue Service (IRS), REIT owners and operators, and related industry associations.

 

  • Compliance with the Commodities Exchange Act (CEA) and Commodities Futures Trading Commission (CFTC).

​

    Last updated 200613_2353

bottom of page