Corporate Finance & Securities

Overview

Michael Best’s Corporate Finance & Securities lawyers have a wealth of experience representing issuers and underwriters in public offerings and private placements of equity and debt securities.

We also counsel public companies in all other securities law matters, such as reporting and compliance under the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act, Dodd-Frank Act, and related SEC rules, as well as the listing standards of the NYSE, NASDAQ, and other stock markets.

Our work spans many industries, including retail sales, healthcare and life sciences, manufacturing, technology, banking, and energy. We have strong professional relationships with investment companies, small business investment companies, investment advisers, insurance companies, bank holding companies, and trust companies. This diverse experience enables us to collaborate efficiently with other key participants in deals, because we understand their perspectives and their businesses.

Experience

We represent clients in corporate finance and securities matters such as:

  • Private placements of securities, including 144A debt offerings and other unregistered offerings (representing issuers, investors, and lenders)
  • Public offerings of securities, including IPOs, secondary offerings, and debt registration (representing issuers and underwriters)
  • Preparing companies for initial public offerings, including corporate restructuring, management incentive plans, composition of boards of directors, and other corporate governance issues
  • Structuring executive compensation packages
  • Preparing and reviewing Securities Act registration statements
  • Reviewing drafts of earnings releases and investor materials
  • Annual, quarterly, and current reports and proxy statements
  • Drafting no-action letter requests and other requests to SEC staff
  • Counseling management, boards of directors, and board committees on their fiduciary duties and obligations, in particular under Dodd-Frank
  • Advising on regulatory matters related to M&A transactions
  • Serving as borrower, underwriter, and bond counsel in bond and public finance
  • Representing mutual funds in the formation of new funds and ongoing SEC reporting and compliance
  • Registrations under the Investment Company Act of 1940 and the Investment Advisers Act
  • Structuring hedging arrangements for private investment funds, including “zero-cost collar” arrangements
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