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
- 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.
- July 16, 2012
- June 30, 2010
- April 27, 2010
- August 30, 2011