Ober|Kaler's securities practice meets the needs of our diverse client base from entrepreneurs to publicly held companies. We understand our clients' businesses in addition to understanding the law and the many factors that make a stock offering or other securities transaction successful. We work closely with our clients' accountants, financial advisors and management to accomplish our clients' goals. We work in teams with lawyers from several practice areas to provide comprehensive advice. Our lawyers have represented issuers, underwriters and investors, so we understand the concerns and interests of any party to a transaction.

Securities Offerings: We structure, and advise our clients regarding, private and public offerings of securities, business combinations involving the issuance of securities, and employee compensation plans that include securities as an element of compensation.

For public offerings, we draft SEC registration statements and other disclosure documents, negotiate underwriting agreements, conduct due diligence and provide all other necessary services to make a public offering successful.

For private offerings, we work with our clients to determine the appropriate Federal and state exemptions from registration, the necessary level of disclosure and the documentation for the investment. We seek to understand our clients’ business goals and objectives and use that information to prepare a private offering memorandum that meets our clients’ needs.

We provide advice to entrepreneurs and emerging growth companies regarding form of organization and capital structure; negotiations with friends and family, agent and venture capital investors; and the use of equity as a compensation tool, including through stock options, restricted stock, phantom stock and other equity linked benefit plans.

Securities Compliance: We assist public companies in planning transactions and preparing required periodic reports in compliance with disclosure and other obligations imposed upon those companies and their officers, directors, and significant stockholders by federal and state securities laws and stock exchange rules. We advise public companies regarding regulation of the proxy process, investor relations communications and all other disclosure and securities issues faced by public companies.

Investors in Securities: We represent investors in negotiating purchases and sales of securities and related issues such as registration rights agreements.

Ober, Kaler, Grimes & Shriver

Maryland
120 East Baltimore Street, Baltimore, MD 21202
Telephone 410-685-1120, Fax 410-547-0699

Washington, D.C.
1401 H Street, NW, Suite 500, Washington, DC 20005
Telephone 202-408-8400, Fax 202-408-0640

Virginia
407 North Washington Street, Suite 105, Falls Church, VA 22046
Telephone 703-237-0126, Fax 202-408-0640