Securities
OCS attorneys provide counsel and represent clients in a broad range of securities matters, including:
- Public offerings
- Private placements (representing both issuers and placement agents)
- Exchange listings
- Ongoing reporting and disclosure obligations
- Section 16 filings
- Corporate governance matters
- Federal and state regulations
Services include:
- Drafting and updating disclosure documents.
- Negotiating underwriting, placement and affiliated agreements.
- Corresponding with SEC and state regulators.
- Educating boards of directors and executives as to corporate governance considerations.
- Negotiating purchase, subscription and related documents.
- Designing compliance programs.
- Conducting audits of internal company policies and procedures.
Engagements have included:
- Representing alternative energy technology company in registration of shares for resale.
- Assisting investment fund with respect to investment in convertible debt of public technology company.
- Representing international publicly traded corporation in tender offer for common stock of publicly traded telecommunications provider, including drafting of disclosure documents and various SEC filings, assisting in strategic and tactical decision-making, and ensuring compliance with Federal securities and Delaware law.
- Preparing annual and quarterly disclosure filings for NYSE and Alternext-listed companies, as well as counseling client with respect to corporate governance issues and interfacing with exchanges, SEC, transfer agents and other vendors.
- Performing compliance audit for Sarbanes-Oxley, SEC regulation, exchange rules and governance best practices, as well as designing program to ensure ongoing compliance.
- Advising controlling shareholders in connection with registration of share issuer and underlying warrants, as well as communicating with SEC.
- Acting as co-counsel in IPO of public multi-national corporation subsidiary.
- Providing corporate and securities advice regarding spin-off of public company’s operating division to shareholders.
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