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Constantly changing federal and state securities laws and regulations, corporate governance rules, and capital markets and exchange listing demands all challenge your compliance status and financing strategies if not appropriately handled. You need an intentional, sophisticated legal team with the foresight to ensure your corporation’s success in today’s competitive and fast-paced business environment.
As a full-service law firm, with offices strategically located across the United States and in Canada, Dickinson Wright provides seamless legal representation for numerous local, regional and national businesses advising on all facets of legal matters ranging from routine commercial contracts to corporate organization and governance to all aspects of large interstate and cross-border corporate transactions and financing.
Our team represents a diversified mix of public and private companies, angel funds, and venture capital and private equity firms, as well as issuers, institutional investors, underwriters, investment advisors, family offices, and other market participants raising capital in registered and exempt offerings.
From IPOs to routine periodic filings, from proxy statements to sensitive episodic disclosures, from internal investigations to investor relations issues, our corporate securities team has the experience to efficiently serve your needs. Our services include:
• Representing issuers and underwriters in initial public offerings and follow-on offerings ranging in size from $10 million to over $500 million.
• Representing publicly-traded companies in mergers and acquisitions and related filings and registration statements.
• Advising clients on securities-related issues arising in cross-border transactions, including Regulation S compliance.
• Assisting start-up businesses from the time of initial “seed” capitalization through each phase of venture financing and strategic exits, including registration statements for IPOs.
• Advising on private placements of preferred stock, common stock, debt, and trust preferred securities.
• Preparing and reviewing SEC reports on Forms 10-K, 10-Q, and 8-K, and proxy statements for shareholder meetings.
• Counsel concerning compliance with beneficial ownership reporting, insider trading governance rules, and resale of restricted securities under Rule 144.
• Working with boards of directors and special board committees to implement best practices, address sensitive corporate and transactional issues, conduct internal investigations, and formulate effective compliance and governance policies.
• Counseling corporate clients on a range of securities issues, including issuer repurchases, self-tender offers, analyst meetings, press releases, Regulation FD, sensitive disclosure matters, insider trading policies and compliance, and investor relations matters.
–Represented companies, individuals, broker-dealers, investment advisers and private funds in investigations by the Department of Justice (DOJ), Securities and Exchange Commission (SEC), state Attorneys General and Securities Commissioners, and the Financial Industry Regulatory Authority (FINRA) and in litigation.
–Assisted start-up businesses from the time of initial capitalization through each phase of growth financing including, angel, venture, private equity, and public equity rounds.
–Assisted corporate directors, officers, and shareholders with fulfilling their obligations under federal and state securities laws, stock exchange rules, and the Sarbanes-Oxley Act.
–Counseled corporate clients on insider trading, Section 16 short-swing trading, and reports, beneficial ownership reporting under Section 13, penny stock regulations, issuer repurchases, self-tender offers, analyst meetings, press releases, Regulation FD, sensitive disclosure matters, shareholder and investor relations matters and limiting their securities litigation exposure.
–Convinced the SEC staff to end its investigation without bringing any charges against a public company or its officers in an investigation of alleged financial fraud.
–Represented CFO of NASDAQ-listed health care company in revenue recognition, financial statements representations, and auditor representations investigation, in matters that produced no civil or criminal charges against the CFO.
–Represented micro-cap company CEO accused of securities fraud, stock manipulation, false Sarbanes-Oxley certifications representations, false corporate filings, and insider trading, and negotiated successful settlement with SEC in a parallel criminal
–Represented hedge fund portfolio manager in connection with fund disclosures and portfolio manager duties and representations.