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A Better Partnership

Securities and Corporate Governance


Our attorneys serve as counsel to numerous publicly and privately traded companies. We represent clients on a national, regional and local level in capital market transactions and regulatory compliance matters. The increasing complexity of securities regulation presents companies with a heightened risk of SEC or state enforcement actions and private civil litigation. Publicly held companies, businesses considering a securities offering and securities professionals all face stringent legal requirements. We partner with our clients to help them navigate complex legal requirements at the federal level and in all 50 states.
Securities Compliance and SEC Reporting
We assist Boards of Directors and management of public companies with compliance and disclosure matters under federal securities laws and regulations, including the Securities Act of 1933, the Securities and Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, and related SEC rules.  Our attorneys have expertise in executive compensation and benefits disclosure under SEC rules, and assist clients in managing disclosure obligations in an evolving regulatory landscape.
Securities Exchanges
We counsel exchange-listed companies and companies seeking to become exchange-listed with respect to governance and reporting requirements and other compliance matters under the listing standards of the New York Stock Exchange and the Nasdaq Stock Market, as well as FINRA rules that govern trading of securities on the OTC markets. 
Raising Capital
We represent public and private issuers in all stages of capital market transactions, including initial public offerings, secondary public offerings of common and preferred equity and debt, Rule 144A/Regulation S offerings, Regulation A offerings, private placements, tender offers, exchange offers and going private.
Corporate Governance
We assist clients in managing their corporate governance responsibilities as they navigate and balance the interests of their many stakeholders, including  shareholders, directors, management, customers, suppliers, lenders, regulators and their local communities. As investors and regulators demand increasing accountability and oversight from directors, we assist the Boards of Directors of public companies in meeting their fiduciary duties to shareholders in complex transactions as well as day-to-day matters, and provide education concerning corporate governance best practices and trends. We partner with Boards of Directors as they seek more proactive engagement with their company's shareholders, and provide counsel and support to companies facing or anticipating activist shareholder activity. We also serve as independent counsel to Board committees addressing fiduciary or strategic matters.
We provide in-depth advice and representation to help closely held businesses determine and maintain appropriate entity and governance structures for their organizations. We regularly draft and revise bylaws, LLC operating agreements, buy-sell agreements and other agreements among equity owners of closely held businesses, employment agreements and non-compete agreements. We assist closely held and family businesses with leadership and succession planning, and ensure that their governance documents and buy-sell agreements align with their goals. We provide advice on financing and tax alternatives, along with tax, transition and estate planning services for owners and officers. We advise our clients as to corporate best practices and help them follow appropriate corporate formalities, including observance of rights, obligations and restrictions contained in governance documents and agreements with their shareholders or members.


Order list by:
Photo of Loren Andrulis
Loren Andrulis
Photo of Emily Cantor
Emily Cantor
Photo of Sean Cook
Sean Cook
Photo of Charlie Goode
Charlie Goode
Photo of Shane Hansen
Shane Hansen
Photo of Sarah Harper
Sarah Harper
Photo of Timothy Horner
Timothy Horner
Photo of Matthew Johnson
Matthew Johnson
Photo of Celia Kaechele
Celia Kaechele
Photo of John Muhs
John Muhs
Photo of Jeffrey Ott
Jeffrey Ott
Photo of Daniel Persinger
Daniel Persinger
Photo of Devin Schindler
Devin Schindler
Photo of Corinne Sprague
Corinne Sprague
Photo of Malaina Weldy
Malaina Weldy
Photo of Robin Yono
Robin Yono

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