Securities, Regulatory & Transactional

Building with flags

Skilled in a Wide Range of Securities Law Issues

Saul Ewing's Securities, Regulatory & Transactional attorneys represent clients in major areas of securities law, providing regulatory, transactional and litigation counsel. We understand the needs and constraints of growing businesses and work closely with our clients on a variety of securities matters—from raising capital to maintaining compliance with federal and state securities laws and stock exchange requirements. We regularly advise public and private companies, entrepreneurs and investors, as well as private equity funds, hedge funds, real estate funds and sponsors of other investment vehicles.

Securities Regulatory Compliance

We represent public and private companies and their boards of directors in all aspects of securities regulatory compliance, including with respect to disclosure obligations, compliance with U.S. Securities and Exchange Commission, state and other governmental rules and regulations, and stock exchange requirements. Employing a proactive approach, we work with our clients to develop compliance strategies designed to detect and prevent potential violations of federal and state laws before they occur. 

Typical securities regulatory compliance advice for our clients involves:

  • The preparation and review of periodic reports and other stockholder communications.
  • The preparation and review of reports filed by directors, officers and major stockholders.
  • Counseling with respect to earnings releases, investor presentations, insider trading compliance practices and prohibitions, disclosure of non-routine matters, materiality assessments, no-action and exemptive requests and Regulation FD and other disclosure issues.
  • The preparation and review of proxy materials and annual stockholder reports.
  • Counseling with respect to all forms of equity compensation and benefit programs.
  • Advice with respect to disclosure developments and emerging regulatory issues, including most recently, cybersecurity and AI risks and disclosures.

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 our clients in examinations, investigations and enforcement matters before the SEC, FINRA and state securities regulators.

Corporate Governance

We work with our public and private company clients, their management teams, boards of directors and special committees to develop effective corporate governance strategies and, if corporate governance issues arise—such as corporate audits or investigations—to respond quickly and plot a course to minimize damage, representing them before regulatory authorities and through litigation if necessary.

Typical corporate governance advice for our clients involves:

  • Counseling with respect to the Sarbanes-Oxley Act, Dodd-Frank Act and stock exchange listing compliance.
  • Counseling clients with respect to anti-takeover defenses, responding to stockholder proposals and shareholder activism, dealing with proxy advisory firms and preparing proxy and annual meeting processes and best practices.
  • Counseling boards of directors, audit committees and special committees in connection with internal investigations.
  • Advice with respect to corporate governance developments and emerging regulatory issues, including most recently ESG and stockholder activism.

Securities Transactions

We represent companies seeking public and private capital, venture capitalists, private equity firms, real estate funds, strategic investors, investment banks, pension funds, and securities professionals in all manner of securities transactions.

Typical securities transaction advice for our clients involves:

  • The preparation and review of registration statements.
  • Counseling with respect to private offerings, including Regulation D, Regulation A, Regulation S and crowdfunding offerings.
  • Counseling foreign and domestic operating companies, SPACs, traded and non-traded REITs and their sponsors, asset-backed issuers, and private equity, venture capital and real estate funds, with respect to equity and debt offerings, such as initial, follow-on and secondary public offerings and private investments in public equity (PIPEs).
  • Counseling with respect to debt offerings, Rule 144A offerings, tender offers, exchange offers and rights offerings.
  • Counseling with respect to listing on national and foreign stock exchanges.

Our team is complemented by attorneys who practice in the areas of tax, employee benefits, EB-5 financing, 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

We also advise clients in the securities law aspects of merger and acquisition transactions, including:

  • Counseling with respect to mergers and consolidations, such as acquisitions of public companies, reverse mergers, de-SPAC transactions and going-private transactions.
  • Counseling with respect to stock and asset acquisitions.
  • Counseling with respect to strategic alliances and joint ventures.
  • Counseling with respect to reorganizations.

We represent purchasers and sellers in a variety of industries, handling transactions ranging from routine acquisitions to complex multi-party multi-jurisdictional transactions.

IPO Readiness Assessment and Preparations

The IPO process requires a significant amount of planning and preparation. Our attorneys work hand-in-hand with clients, their auditors and investment banks, guiding them through an assessment of the benefits and costs involved in pursuing an IPO. Our goal is to help clients understand the process of going to market and what it means to be a public company, so that they are prepared to face the challenges associated with transitioning from private to public status.

As a preliminary matter, we work with a client to assess the IPO-readiness of their company, identifying areas such as internal controls, compensation practices, board composition, related party transactions and organizational and capitalization structures, that may require adjustment prior to beginning the IPO process. We also assist clients in identifying potential partners to assist in communication and investor relations strategies and in evaluating and choosing a stock exchange.

Once the decision to go public is made, our focus turns to working with the client to implement any necessary governance adjustments, and prepare the initial registration statement, stock exchange listing application, and IPO communication strategy (e.g., the roadshow) as well as to ready the client for its ongoing reporting obligations.


 

Key Contacts
Mark I. Gruhin
Michael A. Gold
George A. Naya
Vanessa Schoenthaler
View all related professionals
Experience

We regularly advise NASDAQ- and NYSE-listed public companies in connection with securities regulatory compliance, corporate governance, and securities transactions. View a selection of our representations here.

  • A public real estate partnership in a $750 million IPO, and subsequent acquisition of a REIT through a registered exchange offer.
  • A NASDAQ-listed pharmaceutical company in a $403 million convertible debt offering to qualified institutional buyers.
  • A NASDAQ-listed motorsports promoter in the sale of $160 million of unsecured notes.
  • A NASDAQ-listed pharmaceutical company in its $450 million acquisition, with a combination of cash and bespoke securities, of another NASDAQ-listed pharmaceutical company. 
  • A NASDAQ-listed motorsports promoter in the acquisition of a public merchandising company.
  • Two NASDAQ-listed REITs in their agreement to merge to create a nation-wide office REIT.
  • 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 special purpose acquisition company in closing its initial public offering, with the proceeds planned to be used to acquire a business in the media and technology space. 
  • A Canadian-based investment banking firm as U.S. counsel in connection with its role as lead underwriter and sole book-running manager in the $92 million initial public offering of stock on the Canadian Securities Exchange of a multi-state, vertically integrated cannabis operator based in the U.S. 
  • 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 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.
Related Insights See all related insights