SecuritiesOverviewMichael Best has deep experience advising clients on Securities matters, including public and private company financings, public company reporting and compliance, as well as securities enforcement and litigation.
Public & Private Company Financings
We assist clients in a wide range of securities transactions — from IPOs, Reg A+, and other public offerings to crowdfunding offerings and private placements. Our experience encompasses equity and debt offerings for public and private companies, high-yield offerings, securitization, derivatives, fund formation, and more. We also help clients manage securities compliance and reporting. We represent and have built relationships with issuers, underwriters, placement agents, broker-dealers, all types of investment funds, exchanges, commodities/futures merchants, insurance companies, investment advisers, and other financial market participants.
- Represented Huntsman and Venator in Venator’s initial public offering of its ordinary shares.
- Represented Cellectar Biosciences it its registered offering under an effective shelf registration and a concurrent private placement.
Public Company Reporting & Compliance
We represent public companies in securities reporting and compliance matters involving the Securities Exchange Act of 1934, including provisions added by the Sarbanes-Oxley Act and the Dodd-Frank Act; rules and regulations of the NYSE, Nasdaq, and other securities exchanges and markets; and cross-border laws such as the Foreign Corrupt Practices Act (FCPA) and U.K. Bribery Act.
Our services include:
- preparing and filing Exchange Act registrations and periodic reports (10-Ks, 10-Qs, and other reports);
- preparing and/or reviewing proxy/information statements and annual reports to stockholders;
- reviewing earnings and other current event releases and investor materials;
- drafting responses to SEC staff comments and seeking “no-action” letters or interpretations;
- structuring executive compensation packages and insider trading policies; and
- advising on disclosure obligations, stock exchange requirements, officer and director responsibilities (including reports of beneficial ownership), trading restrictions (short-swing profit recapture, short-sale prohibition, etc.), and anti-money laundering and anti-corruption provisions.
We represent clients like Huntsman, Venator, and Cellectar Biosciences in their ongoing SEC filings and compliance, including advising on NYSE/Nasdaq matters and corporate governance.
Securities Enforcement & Litigation
Clients value our extensive experience in the financial industry when it comes to handling securities-related litigation, arbitrations, and regulatory actions. We represent clients from the time of first contact with authorities through the investigation and, if proceedings are initiated, through administrative or court proceedings. Our Securities team helps clients respond to and defend regulatory inquiries, examinations, and enforcement actions before the SEC (including Exchange Act accountant and attorney disciplinary proceedings), DOJ, FINRA, PCAOB, CFTC, and state agencies. In addition to representing clients in securities class actions, derivative suits, and M&A/takeover litigation, we have a team of litigators focused on corporate criminal defense, government investigations, and internal investigations. Related PeoplePreview Attorney's BiographyClients across multiple industries turn to Michael to coordinate their more complex business transactions. They value his quick assessment of issues and their implications, as well as his creative yet effective solutions to the many issues that arise during the course of a transaction.Michael’s practice focuses on mergers and acquisitions, buyout transactions, securities regulation, and venture capital investment transactions. Preview Attorney's BiographyCommissioner George P. Bush counsels business interests, public entities, and individuals alike on a range of complex matters that impact their growth prospects. His legal practice includes transactions in oil and gas, renewables, and commercial real estate; corporate governance and securities law; investment fund formation and compliance; administrative law, public-private partnerships, and economic development. Preview Attorney's BiographyClients rely on Rick’s deep understanding of the mediation, arbitration, litigation, and appellate processes. Rick has been the lead trial attorney on a variety of complex cases presented to juries, judges, and arbitrators. His practice predominately focuses on business disputes, lease/contract disputes, construction disputes, securities cases, and trade secret issues. Preview Attorney's BiographyIqan advises clients on securities and financial services regulation. Clients appreciate Iqan’s commitment to keeping them compliant with the laws governing capital raising, brokerage and investment services, blockchain technology, crowdfunding, and anti-money laundering. Preview Attorney's BiographyClients turn to Nic for his experienced counsel on a variety of corporate issues, with a focus on mergers and acquisitions, venture capital financings, securities, and other transactional matters involving start-up, emerging businesses, and investment funds. Preview Attorney's BiographyClaudia has a background in corporate transactions, intellectual property, and entertainment law. She has experience working with early-stage entrepreneurs as well as veteran entrepreneurs on a variety of businesses from video game developers to AI companies. She continues to advise companies on entity formation, equity and debt financings, equity offerings, and more. Before joining Michael Best, Claudia was an Associate with the venture law firm O&A, P.C. During her time with O&a ... Preview Attorney's BiographyBrad counsels clients on mergers and acquisitions, federal and state securities law compliance, forming and financing startup businesses and matters relating to the sale of cryptocurrencies and digital tokens. He has extensive experience in private placements and other private securities transactions, Rule 506 offerings, and corporate governance matters. Preview Attorney's BiographyJim provides clients with a wealth of experience and insight regarding securities regulation and corporate and transactional law, informed by more than 50 years of practice. He primarily focuses on broker-dealer and investment adviser compliance, public company periodic reporting, new equity financings, and acquisitions and reorganizations involving publicly traded companies. He organizes new business entities, structures complex transactions, coordinates international business ventures, and advises on corporate governance.
|