Securities Compliance & Corporate Governance
We currently serve as general or special counsel to numerous SEC reporting companies, including companies with one or more classes of securities listed for trading on the NYSE or NASDAQ or eligible for trading on the OTC Market. We advise our public company clients on all aspects of their ongoing SEC periodic reporting requirements, corporate governance, insider reporting requirements, proxy statement, tender offer obligations, and other responsibilities under the federal and state securities laws and state corporation laws.
We also help our clients avoid or resolve conflicts of interest, allegations of financial impropriety and other special situations, including government investigations and shareholder derivative claims. We regularly represent special board committees in conducting internal investigations. Many of these important client engagements are referred by national law firms familiar with our work in this specialized area.
Representative matters we have handled include the following:
Representative securities regulation matters
- SEC registered spinoff of principal division of OTCBB technology company.
- SEC-registered partial spin-off and third-party funding of “legacy” assets and technology of commercial Nasdaq-listed biopharmaceutical company.
- Proxy solicitation relating to special stockholder approval of initial “business combination” by SPAC.
- SEC-registered stock-for-stock merger acquisition by Nasdaq-listed development-state oncology company.
- Going-private transaction of Nasdaq-listed hospital owner and operator sponsored by management and one of the nation’s largest management buy-out firms.
- SEC-registered partial spin-off of principal division of Nasdaq-listed media services company.
- Proxy statement relating to approval of $260 million cash merger acquisition of NYSE-listed manufacturing company.
- Proxy solicitation and exchange offer relating to stock option repricing program of Nasdaq-listed biopharmaceutical company.
Representative corporate governance matters
- Represented Nasdaq-listed commercial biopharmaceutical company in parallel internal and SEC investigations into alleged stock price manipulation.
- Represented privately held, major producer of all-natural and all-organic beef in USDA investigation under the Packers and Stockyards Act.
- Represented foreign family in an attempt to recover $80 million investment in fraudulent real estate fund.
- Performed internal compliance and governance review on behalf of not-for-profit BCS bowl organization.
- Represented joint special litigation committee of Nasdaq-listed company and its subsidiary in investigating and obtaining dismissal of shareholder derivative claims.
- Represented audit committee of Fortune 100 software company in separate investigations of internal financial controls and of a conflict of interest transaction with the founder and CEO.
- Represented compensation committee of one of the nation’s largest public utility holding companies in negotiated resolution of a phantom stock-based executive compensation plan at its unregulated subsidiary.
- Represented board of directors of one of the nation’s largest public utility holding companies and of its regulated utility in connection with special issues arising from California’s energy crisis.
- Represented audit committee of a Nasdaq-listed government testing services company in internal investigation into alleged financial accounting irregularities.
- Represented a National-listed biotechnology company in internal investigation of possible prohibited loans under Section 402 of SOX.
- Represented board of directors of association of community colleges in internal investigation of possible joinder of a class-action lawsuit.
- Represented special committee of privately held electronics manufacturer in connection with company’s recapitalization.
- Represented special committee of Nasdaq-listed company in investigation of alleged accounting fraud.
- First ICO Registration Statement Filed with the SEC Raises More Questions Than Answers
- November 2015: SEC Adopts Rules to Permit Crowdfunding; Proposes Amendments to Existing Rules to Facilitate Capital Raising by Smaller Companies
- May 2014: Recent Delaware Decisions
- January 2014: Small Public Offerings – New Regulation A+ Rules Issued by SEC
- July 2013: SEC Lifts Ban on General Solicitation for Rule 506 Offerings
- May 2013: Supreme Court Limits Amount of Time SEC Has to File Civil Fraud Suits
- May 2013: Real Estate Lenders Beware: Merger May Destroy or Diminish the Value of a Lender’s Security
- April 2013: Making Arbitration Provisions In Employment Agreements Cover Statutory Claims
- April 2013: Think Before You Tweet-Securities Law Considerations and Best Practices When Communicating Through Social Media
- January 2013 What to Do When Your Company’s Stock is Targeted by Internet Short Sellers
- April 2007 Advising and Defending Corporate Officers and Directors