Securities Law

Lathrop & Gage has extensive experience in the multifaceted and highly regulated area of securities law, representing public and private company issuers as well as funds and other investors:

• We help our public clients comply with their SEC reporting obligations and advise them on various matters such as executive compensation disclosures and Sarbanes-Oxley compliance.
• We assist issuers with exchange offers, self-tender offers and going-private transactions.
• We help public and private companies issue securities in registered offerings and in private placements and other exempt offerings, and we advise on resales of restricted securities.
• We represent both issuing companies and their investors in proxy solicitations, shareholder proposals and tender offers.
• We advise funds and other investors on beneficial ownership and insider reporting, fund formation, and compliance with broker-dealer and investment adviser regulations.

Our practice experience includes:

• Periodic and current reports (10-Ks, 10-Qs, and 8-Ks)
• Proxy statements, shareholder proposals, and proxy solicitation contests
• Issuer self-tender offers and exchange offers
• Third-party tender offers
• Exchange-listing standards and applications
• Beneficial ownership and insider reporting
• Advice on short-swing profits and insider trading
• Executive compensation disclosure and Sarbanes-Oxley
• Registered offerings, including initial and follow-on public offerings
• Private placements under Regulation D and other exempt offerings
• Venture capital financings
• Rule 144A offerings
• Preparation of registration statements, prospectuses, and offering memoranda
• Going-private transactions
• Blue sky issues
• Fund formation, broker-dealer and investment adviser regulations
• Resales of restricted securities
• Equity-linked securities (phantom stock and convertible debt)
• Options, warrants, preferred stock
• Stockholder rights

Representative Experience:

• Represent a software publishing company incorporated in Delaware in its SEC filings, advise on off-shore filings and a listing in the New Zealand stock exchange.
• Represented controlling stockholder within a publicly traded company in the $9 million private sale of stock to the issuer.
• Handled the private placement of securities for a nanotechnology firm.
• Served as independent outside counsel to a special committee of the board of a real estate company in connection with a going-private transaction.
• Represented a company in a tender offer transaction with more than 1,000 shareholders. Advised on all corporate governance procedures, led the fairness opinion process for the transaction, led and structured a voluntary non-coercive tender offer that was hugely successful and resulted in an approximately 95% tender rate, with no litigation.
• Represented numerous clients in drafting private placement memoranda and associated securities filings.