Public Company Securities Law Compliance

My practice includes representation of public companies and their investors in complying with applicable federal and state securities laws, and stock exchange rules and regulations. These services include matters, such as:
  • Development of corporate policies required for public companies

  • Providing guidance as to the various disclosure requirements applicable to the periodic reports, proxy statements, and other filings required to be made by public companies and their investors with the Securities and Exchange Commission

  • Provide advice and guidance in determining when Form 8-Ks should be filed with the SEC

  • Register securities for listing on a stock exchange, and assist companies in complying with any applicable stock exchange listing and rules

  • Compliance with beneficial ownership reporting under SEC rules

  • Advise and assist clients with re-sales of both registered and unregistered securities

  • Advise public companies with respect to various compliance issues under the Sarbanes Oxley Act of 2002 and The Dodd–Frank Wall Street Reform and Consumer Protection Act

This representation includes, among other things, providing guidance with respect to and assisting in the preparation of:
  • Disclosure control policies and procedures to assist in the preparation of periodic reports to be filed with the SEC, including annual Officers’ and Directors’ Questionnaires

  • Periodic reports and proxy/information statements filed with the SEC, including:

  • Prepare corporate policies to achieve compliance with securities laws and stock exchange listing requirements, including

  • Prepare committee charters which comply with applicable stock exchange listing requirements (audit, nominating and corporate governance, and compensation committees)

  • Rule 10b5-1 Trading Plans

  • Compliance with beneficial ownership reporting under Sections 13(d) and 16 of the Securities Exchange Act of 1934

  • Compliance with Conflict Minerals and Other SEC Social Policy Disclosures

  • Responding to Shareholder Proxy Proposals

In the event that public company clients engage in merger and acquisition transactions, my services for such transactions are described in greater detail at Mergers, Acquisitions and Extraordinary Corporate Transactions. In the event that public company clients engage in public or private offering of their securities, my services for such transactions are described in greater detail at Public and Private Offerings.