Skilled in the Full Range of Securities Law Issues
Saul Ewing's Securities Transactions & Regulations attorneys represent clients in every major area of securities law, providing regulatory, transactional and litigation counsel. We understand the needs and constraints of a growing business and work closely with our clients on a variety of securities matters—from raising capital to maintaining compliance with federal and state securities laws. We regularly advise entrepreneurs, investors, and development-stage and mid-sized private and public companies, as well as private equity funds, hedge funds and promoters of other investment vehicles.
Securities Regulation Compliance and Corporate Governance
Employing a proactive approach, we help clients develop compliance strategies designed to help detect and prevent potential violations of state and federal laws before they occur. If corporate governance issues arise—such as corporate audits, corporate investigations and special committee representation—we work closely with our clients to respond quickly and plot a course to help minimize damage, representing them through litigation if necessary.
Typical securities compliance counseling for our clients involves:
- Registration of securities
- Periodic reporting of public companies
- Reporting obligations of directors, officers and major shareholders
- Insider-trading prohibitions
- Proxy solicitation rules
In addition, our attorneys provide counsel to broker-dealers and investment advisers concerning all aspects of compliance with federal and state registration requirements; the Investment Advisers Act of 1940; and SEC, FINRA and MSRB rules and regulations. We also represent broker-dealers and investment advisers in examinations, investigations and enforcement matters before the SEC, FINRA and state securities regulators.
Securities Transactions
Our attorneys represent companies seeking public and private capital, venture capitalists and strategic investors, investment bankers, and securities professionals. We frequently represent securities issuers and underwriters through:
- Equity and debt offerings, including initial, follow-on and secondary public offerings and private investments in public equity (PIPEs)
- Listings on national and foreign stock exchanges
- Private placements
- 144A offerings
- Real estate investment trust offerings
- Asset-backed securities offerings
- Offshore capital raises
Our team is complemented by attorneys who practice in the areas of tax, employee benefits, intellectual property, white collar criminal defense and international law. In addition, where appropriate, we leverage the experience of a close network of foreign attorneys.
Securities Matters in M&A Transactions
Our attorneys advise clients in the securities law aspects of merger and acquisition transactions, including:
- Mergers and consolidations — reverse mergers, SPACs and going-private transactions
- Stock and asset acquisitions
- Strategic alliances
- Joint ventures
- Proxy contests
- Reorganizations
- Anti-takeover defenses
We represent purchasers and sellers in a variety of industries, handling transactions ranging from routine acquisitions to complex multi-party negotiations.
For a selection of our securities representations, click here.
- A NASDAQ-listed provider of regulated and unregulated water and wastewater utility services in its follow-on public offering of shares of its common stock that generated more than $43 million in net proceeds.
- A NASDAQ-listed pharmaceutical company in a $403 million convertible debt offering to qualified institutional buyers.
- A NASDAQ-listed motorsports promoter in the acquisition of a public merchandising company.
- A NASDAQ-listed motorsports promoter in the sale of $160 million of unsecured notes.
- Two NASDAQ-listed REITs in their agreement to merge to create a new office REIT that will own more than 200 properties in 38 states and the District of Columbia. The transaction also involved the distribution of an industrial properties REIT and the secondary public offering of one of the REIT’s shares by the other.
- The initial public offering of a carbon credit exchange-traded fund.
- A group of investors in a public company REIT in its solicitation of proxies in opposition to management’s slate of directors.
- A family-office private equity group in securities matters related to its investment in a cancer-focused biotechnology company.
- A NASDAQ-listed pharmaceutical company in a follow-on public offering.
- Broker-dealers and investment advisers to whom we provide ongoing representation in connection with FINRA and SEC examinations and investigations.
- A global technology company in connection with a $100 million investment in a NYSE-traded nuclear enrichment company.
- NASDAQ- and NYSE-listed public companies in connection with 1934 Act and FINRA reporting compliance.
