Securities

Michael Best has deep experience advising clients on Securities matters, including public and private company financings, public company reporting and compliance, as well as securities enforcement and litigation.

Public & Private Company Financings

We assist clients in a wide range of securities transactions — from IPOs, Reg A+, and other public offerings to crowdfunding offerings and private placements. Our experience encompasses equity and debt offerings for public and private companies, high-yield offerings, securitization, derivatives, fund formation, and more. We also help clients manage securities compliance and reporting. We represent and have built relationships with issuers, underwriters, placement agents, broker-dealers, all types of investment funds, exchanges, commodities/futures merchants, insurance companies, investment advisers, and other financial market participants.

• Represented Huntsman and Venator in Venator’s initial public offering of its ordinary shares.
• Represented Cellectar Biosciences it its registered offering under an effective shelf registration and a concurrent private placement.

Public Company Reporting & Compliance

We represent public companies in securities reporting and compliance matters involving the Securities Exchange Act of 1934, including provisions added by the Sarbanes-Oxley Act and the Dodd-Frank Act; rules and regulations of the NYSE, Nasdaq, and other securities exchanges and markets; and cross-border laws such as the Foreign Corrupt Practices Act (FCPA) and U.K. Bribery Act.

Our services include:

• preparing and filing Exchange Act registrations and periodic reports (10-Ks, 10-Qs, and other reports);
• preparing and/or reviewing proxy/information statements and annual reports to stockholders;
• reviewing earnings and other current event releases and investor materials;
• drafting responses to SEC staff comments and seeking “no-action” letters or interpretations;
• structuring executive compensation packages and insider trading policies; and
• advising on disclosure obligations, stock exchange requirements, officer and director responsibilities (including reports of beneficial ownership), trading restrictions (short-swing profit recapture, short-sale prohibition, etc.), and anti-money laundering and anti-corruption provisions.

We represent clients like Huntsman, Venator, and Cellectar Biosciences in their ongoing SEC filings and compliance, including advising on NYSE/Nasdaq matters and corporate governance.

Securities Enforcement & Litigation

Clients value our extensive experience in the financial industry when it comes to handling securities-related litigation, arbitrations, and regulatory actions. We represent clients from the time of first contact with authorities through the investigation and, if proceedings are initiated, through administrative or court proceedings. Our Securities team helps clients respond to and defend regulatory inquiries, examinations, and enforcement actions before the SEC (including Exchange Act accountant and attorney disciplinary proceedings), DOJ, FINRA, PCAOB, CFTC, and state agencies. In addition to representing clients in securities class actions, derivative suits, and M&A/takeover litigation, we have a team of litigators focused on corporate criminal defense, government investigations, and internal investigations.