The Spencer Fane Securities Regulation and Compliance team helps business leaders understand and comply with applicable federal and state securities laws, so that they can instill confidence in their investors and the business community that their companies are not only following the laws but are also good corporate citizens. As part of these responsibilities, we assist our clients to raise capital privately or publicly so they can launch or grow their businesses.
Whether we serve as outside general counsel or as securities counsel to a company with in-house general counsel, we take the time to understand our clients’ business needs and culture, so we’re able to offer practical solutions to complying with Exchange Act filing requirements, board and committee obligations, and federal and state (“blue sky”) laws affecting registered and exempt securities offerings.
The Spencer Fane Securities Regulation and Compliance team advises clients on public and private securities offerings, works with public companies on periodic SEC disclosures, proxy statements, and stock exchange listing requirements, counsels boards of directors and their committees on corporate governance matters, and assists executives and significant shareholders with Rule 144, Section 16 and Section 13 requirements. We also assist companies in developing equity and cash executive compensation plans and employment agreements, and help clients to structure mergers, acquisitions, divestitures, tender offers, takeover defenses, and other types of transactions. The team also works with investment advisers and broker-dealers on a wide array of compliance and litigation matters.
- Represented a company from its growth stage as a privately held entity, through its IPO, in all of its Exchange Act and NYSE responsibilities over its years as a public company, and through its eventual going-private transaction in a registered tender offer transaction.
- Served as outside general and securities counsel to a foreign-chartered company that went public in the US, advising its board on governance, Exchange Act, and NASDAQ requirements.
- Represented a client in registered and exempt secondary securities offerings, routine and extraordinary Exchange Act filings, adoption and administration of board and committee charters, corporate transactions, and eventual delisting from national securities exchange.