Primary Attorney Contact(s): Joel N. Bodansky
HELPING CLIENTS NEGOTIATE THE REGULATORY THICKET TO ACHIEVE DESIRED RESULTS.
Securities law is a complex, highly-regulated area, and the consequences of noncompliance can be severe. HCMP has broad experience helping clients use the securities laws to achieve desired results while avoiding the pitfalls of noncompliance.
We help our clients, both large and small, in the growth of their businesses by structuring, documenting, and closing a wide range of securities offerings and transactions, including:
- public offerings
- private placements under Regulation D and other exemptions from registration
- "angel," venture capital, and mezzanine financings
- employee stock plans
- mergers and acquisitions
- tender offers
- "going private" transactions
- offshore offerings under Regulation S
These offerings have involved a wide range of types of securities, including common stock, preferred stock, warrants, options, debentures, convertible securities, loan participation interests, and limited partnership and limited liability company interests. Our services in these transactions typically include:
- advice on registration requirements and exemptions
- preparation of required disclosure materials (prospectus, private placement memorandum, or offering circular)
- coordination of required filings
- advice on broker-dealer requirements, and negotiation of underwriting or other sales agreements
- preparation and review of subscription materials and questionnaires
- compliance with applicable state securities ("Blue Sky") laws
- coordination of necessary corporate action
- due diligence review
Securities Compliance. We regularly assist clients on a wide range of matters to assure compliance with both federal and state securities laws. These matters include:
- review of Rule 144 sales and other transactions in restricted securities
- SEC periodic reporting obligations (10-K, 10-Q, 8-K)
- proxy solicitations
- insider stock ownership issues, including reports of beneficial ownership, hedging transactions, Section 16(b) transactions, and insider sales programs under Rule 10b5-1
- broker-dealer and NASD compliance
- investment company and investment advisor regulations
Securities Litigation. Our firm also has an active securities litigation practice, which has included the representation of numerous businesses (including other law firms) in securities lawsuits, the defense of eight utilities in the WPPSS litigation, and the regular representation of several brokerage firms. We were counsel of record in the case of Hines v. Data Line, the leading case in Washington regarding liability under the Washington Securities Act.
Cascade Natural Gas Corporation
D.A. Davidson & Co., Inc.
Edward D. Jones & Company
Envision Telephony, Inc.
Fidelity Brokerage Services LLC
Hyperion Innovations, Inc.
Merrill Lynch, Pierce, Fenner & Smith Inc.
Oppenheimer & Co.
Smith Barney Inc.
United Medical Imaging, LLC
Weyerhaeuser Real Estate Company