Public Company Finance and Securities

D&D represents and advises clients, by and large as issuer’s counsel, on securities matters specific to public companies.  Our representation includes preparing and filing registration statements, preparing private placement memoranda and other offering circulars, as well as proxy statements, annual and quarterly reports and other SEC filings.  We advise public companies on corporate governance issues and Sarbanes-Oxley Act compliance.

The scope of our representation of public companies encompasses:

• Preparing, filing and achieving effectiveness of registration statements for initial public offerings (IPO’s), rights offerings and other follow-on offerings, stock-for-stock acquisitions on Form S-4, shelf registrations and primary and secondary offerings for restricted securities on Form S-3;

• Negotiating the terms of underwriting and placement agency arrangements subject to regulation by FINRA in connection with securities offering;

• Preparing listing applications on NYSE, NASDAQ and AMEX, dealing with these exchanges in connection with delisting matters and attaining clearances for quotation on OTCBB and pink sheets under Rule 15c2-11;

• Preparing and filing 1934 Act registration statements on Forms 10 and 8A for corporations wishing to become a fully reporting company;

• Negotiating the terms of and achieving public company status through a reverse merger;

• Preparing private placement memoranda and other offering circulars for the conduct of Regulation D private offerings, Regulation S offshore placements, offerings of exempt securities (e.g. bank common stock), PIPEs and other offerings exempt from 1933 Act registration; and

• Assisting in the preparation of periodic SEC reports, reports on Form 8-K and proxy statements, including compensation discussion and analysis (CD&A).

Our advice to public companies involves:

• Compliance with SEC accounting initiatives, including auditor independence;

• Compliance with Regulation FD and analyst conflicts;

• Compliance with Section 16 rules in connection with timing and reporting of insider sales and purchases;

• Compliance with Rules 144 and 145 in connection with resale transactions; and

• Maintaining proper standards of corporate governance, including:

  • Director independence and audit committee qualification;
    

  • Proper composition of the key independent board committees – audit, nominating/corporate governance and compensation;

  • Developing and keeping updated written committee charters and codes of conduct, insider trading policies, whistleblower policies, document retention policies and corporate compliance programs;

  • Maintaining policies and procedures for meeting of non-management directors; and

  • Ensuring transparency in structuring and disclosure of executive compensation.

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