Securities Offerings & Private Placements

Extensive knowledge of federal and state securities laws is an important part of the business law services Verrill offers our clients. Securities laws regulate the manner and terms upon which companies seek capital from investors, ranging from a startup company’s offering to angel investors to a public company’s offering through an SEC shelf registration. Securities laws also impose extensive, complex regulations on a diverse set of financial industry players.

Our securities lawyers have extensive experience representing venture capital firms, private equity firms, angel investors, and issuers in negotiating and documenting investments in privately held companies. Our attorneys also advise private companies and their owners on capitalization issues, governance matters, and steps to be taken in contemplation of a liquidity event, whether as an acquisition target, private equity investment or rollup, employee stock ownership plan (ESOP) transaction, or an initial public offering (IPO).

Members of the Business Law Group also represent issuers and selling stockholders in registered public offerings of equity or debt securities, such as through IPOs, employee stock option plans, or follow-on offerings. We have extensive experience advising publicly held companies on SEC reporting obligations, including design and preparation of proxy statements and of periodic reports on Forms 10-K and 10-Q; disclosure of current developments on Form 8-K; the effect of Regulation FD on other public statements by issuers; regulation of tender offers; stock exchange requirements on board and committee composition; insider trading prohibitions and short-swing trading regulation; SEC comment letter responses and internal investigations; and planning for stock repurchases and other transactions by issuers and their affiliates.

Verrill’s securities lawyers provide regulatory and compliance counseling to a broad array of broker-dealers, investment advisors, registered investment companies, and private funds. We also advise individuals who serve as registered representatives, investment advisor representatives, and control persons of financial services firms.

Regulatory and compliance matters handled by our team include:

• Organization and registration of startup entities to engage in investment advisory or broker-dealer activities in the U.S., including organization of such entities on behalf of non-U.S. parent companies in the financial industry.
• Advice and legal opinions on various securities law issues arising for specialty players within the securities industry, including third-party marketers.
• Design, preparation, and updating of written supervisory procedures and policy manuals for investment advisors, broker-dealers, municipal securities dealers, and hedge funds and other private investment funds.
• Coordination of responses to regulatory examinations and civil or criminal investigations by the SEC, FINRA, NYSE, CFTC, State Securities Administrators, banking regulators, and other relevant regulatory agencies.
• Defense of firms and individuals in criminal proceedings or civil trials involving allegations of serious misconduct under applicable regulations and criminal statutes.

The leaders of our securities team are well-respected authorities on corporate governance and transactional law. This team complements the firm’s securities law practice and enables Verrill to advise clients on the most complex acquisition, financing, and restructuring transactions.