Securities Offerings and Public Company Compliance
Practice Leader: Michael H. Friedman
We counsel clients on general disclosure and reporting obligations under the Securities Exchange Act of 1934 and sales of securities under the Securities Act of 1933. We continually monitor developments and compliance practices related to corporate governance, and advise audit committees and other board committees on their duties and responsibilities under the Sarbanes-Oxley Act of 2002 , other securities laws and stock exchange listing requirements. The practice group includes veterans of the SEC's Divisions of Corporation Finance, Investment Management and Enforcement.
We advise issuers, underwriters, selling stockholders and investment advisers on structuring, negotiating and documenting a wide range of securities offerings, including public offerings and private placements, as well as stock repurchase programs, including ongoing programs and self-tender offers. We also provide advice on the design and implementation of shareholder rights (poison pill) plans, standstill agreements, defensive charter and bylaw provisions, specific strategic and tactical advice, and interpretation and creative use of state statutory anti-takeover provisions.
Our securities lawyers are also experienced in helping clients resist or pursue hostile takeovers, going-private transactions, proxy contests and other unsolicited acquisition attempts. Our team for such matters consists of skilled corporate lawyers and veteran trial lawyers with years of experience in the strategies and tactics used in hostile bids, and who are comfortable in the high-stress, high-stakes atmosphere common to such deals.
In addition, we help structure, negotiate and document venture capital and private equity investment transactions and investment vehicles for domestic and international corporations, financial institutions and entrepreneurs seeking venture capital or private equity, or looking for an investment opportunity.
We seek to build long-term relationships with our clients, and we are dedicated to helping clients achieve their goals without burdening them with undue expense. We build effective transaction teams consisting of Pepper lawyers and representatives of the client, including inside counsel and financial, tax and other advisers.