Securities Offerings and Corporate Disclosure

We provide comprehensive counsel and representation to companies in securities offerings and in corporate governance and disclosure matters.

Our corporate and securities attorneys have been lead counsel in hundreds of public and private securities offerings and corporate transactions, including IPOs, secondary offerings, PIPE and convertible debt transactions, exchange offerings, tender offers and mergers and acquisition transactions, among others. In the many public offerings in which we have served as counsel, we have represented issuers, New York Stock Exchange member firm underwriters, selling shareholders, and selling group members. In private placements we have significant experience representing many companies raising funds through offerings of stock, of debt or of units consisting of securities and debt. We have often advised brokerage firm placement agents, registered investment advisors, institutional and high net worth investors, in securities offerings including the preparation and filing of registration statements, drafting the prospectus, conducting due diligence investigations and blue sky filings.

We frequently act as outside general counsel for our clients, advising public companies on SEC disclosure and filing requirements, as well as advising boards of directors, special committees and senior management on a broad range of business, commercial and governance matters, including corporate control, fiduciary duty and liability issues, shareholder agreements, executive compensation and employee benefits. We assist clients with implementing governance policies to comply with new regulatory requirements and have advised clients on implementation of board committee charters, codes of ethics, disclosure,controls and practices, and insider trading policies.

In addition, our securities and litigation attorneys have substantial experience in the representation of issuers, officers and directors, broker-dealers, registered representatives and individuals in a broad range of investment, compliance and employment matters, including in SEC, FINRA and state investigations and proceedings.

We have published widely in these fields, including several writings for the American Law Institute-American Bar Association, The Practical Lawyer, the past and the current New York Practice Guide Chapter on Securities Offerings published by Matthew Bender & Co., and numerous articles in the New York State C.P.A. Journal, Boardroom reports and Bottom Line.

For additional information see Investment Banking and Corporate/Shareholder Litigation.

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