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Securities Transactions and Regulations

Skilled in the Full Range of Securities Law Issues

Saul Ewing Arnstein & Lehr's Securities Transactions and 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.

 

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Recognition

The group includes attorneys who have received the following recognition:

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