Securities

The Business Group, in conjunction with our clients’ accountants, financial advisors and/or management, provides advice designed to result in securities transactions that meet our clients’ needs and goals efficiently and economically. Because our clients represent a wide spectrum of businesses, from entrepreneurs to publicly held companies, we know that every client’s expectations and objectives are – and should be – unique to their lifecycle. Our advice covers the spectrum of issues involved, including initial planning, disclosure, regulatory reporting and compliance.

Our insight in the securities arena is enhanced through our experience in representing issuers, investors and underwriters. As a result, we have a deep appreciation and understanding of the concerns and interests that all parties to a transaction bring to the table. We are particularly adept at preparing private placement memorandums for emerging growth businesses.

A thorough understanding of securities law is essential to successful securities transactions. At Ober|Kaler, we have that understanding as our group includes former SEC attorneys and attorneys who have served in leadership roles with the securities law committees of their state bar associations.

Our Business Group provides a full range of securities related services, including:

• Securities Offerings:
  • Private offerings, including preparation of private placement memorandums
  • Public offerings, including SEC registration and preparation of registration statements
  • Business combinations involving securities issuances
  • Development and administration of equity-linked employee compensation plans, including stock options, restricted stock and phantom stock arrangements
  • Negotiation of underwriting and placement agent agreements 
  • Advising on organization and capital structure
  • Transaction planning
  • Due diligence
• Securities Compliance:
  • Advice on SEC registration, disclosure and other rules and regulations
  • Preparation of periodic and other reports including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K
  • Section 16 reporting requirements
  • Advice on stock exchange rules and requirements, including listing requirements
  • Federal and state registration exemptions applicable to private offerings
  • Proxy statements
  • Investor relations communications
• Securities Investor Representation:
  • Negotiation of purchase and sale agreements
  • Registration rights agreements
  • Reporting under Section 13(d) or 13(g) of the Securities Exchange Act (Williams Act reporting)