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.

Mergers & Acquisitions for Public Companies

We understand the unique complications of mergers and acquisitions involving public companies. Our team helps maintain confidentiality during negotiations, craft public disclosures to mitigate potential liability to stockholders, and draft and file definitive M&A agreements to comply with securities laws. For matters submitted to stockholders for consideration, we prepare proxy or information statements, file them with SEC staff, and circulate the statements when SEC staff comments are cleared. If securities are to be issued as part of the acquisition, we assist with filing, clearing, and circulating registration statements. We help clients coordinate all of these steps with applicable stock exchange requirements, and coordinate the transaction closing so that market trading is not interrupted.

In addition, mergers and acquisitions trigger special, complicated fiduciary duties for directors of public companies. We counsel clients on these heightened fiduciary duties, on conflicts of interest between a transaction party and its directors or committees, and on the implementation of special procedures. We also represent clients in transaction-related litigation filed by minority stockholders challenging the adequacy of the consideration to be received by stockholders, and asserting that directors have breached their fiduciary duties.

Broker-Dealers

We advise our broker-dealer clients on formation and transfer, registration, licensing, and membership applications; compliance with applicable federal, state, and self-regulatory organization laws and regulations; and capital-raising transactions. Our proactive guidance on compliance and risk mitigation strategies covers issues such as securities registration requirements; due diligence procedures; and anti-manipulation, anti-fraud, and anti–money laundering (AML) measures.

We also represent clients in internal and government investigations, examinations, litigation, and enforcement actions before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), and state regulators.

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Investment Advisers

Michael Best represents a wide range of advisers and dually registered investment adviser/broker-dealers, providing counsel on their operations and on various investment adviser products and services. We advise on compliance with federal and state regulations, as well as banking rules and regulations that apply to advisers affiliated or doing business with banks. Our work includes assisting clients with:

• Licensing and registration;
• Preparing disclosure documents;
• Reviewing marketing materials;
• Conducting compliance audits and internal investigations;
• Developing compliance and remediation programs; and
• Responding to inquiries, examinations, and enforcement actions by regulatory agencies.

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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.

Derivatives

Our attorneys provide derivatives expertise to banks of all sizes, including those with established capital markets practices and those launching new product lines. We draft and negotiate swap documentation on behalf of our clients, which may include ISDA Master Agreements, Schedule and Credit Support Annexes, swap guaranties, risk participations, novations, and trade confirmations. We also counsel clients on regulatory compliance, particularly related to the Dodd-Frank Act and on the legal implications of the LIBOR phase-out. We offer special service packages for certain types of transactions, including high-volume loan amendment and documentation services.

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