The attorneys at Meissner Tierney have extensive experience advising clients in securities matters, including federal and state securities laws, transactions and registration matters, investment adviser and broker dealer registration and compliance, mergers, and SEC reporting and disclosure obligations. Our lawyers regularly work with clients in structuring acquisition and capital formation transactions with reference to federal and state laws and regulations that govern private placement securities transactions and reporting requirements. Our lawyers have also produced scholarship in emerging securities fields, such as federal and state crowdfunding and Regulation A offerings.
We regularly work with start-ups and emerging companies, private companies at various stages of maturity, public companies and their affiliates and insiders, boards of directors, majority stockholders, promoters, investment advisers and broker-dealers. Our expertise includes:
- Private placements and offerings of securities for clients ranging from smaller and mid-sized, closely-held companies to publicly-traded companies
- Drafting prospectuses, private placement memoranda and offering circulars for exempt and registered securities offerings, as well as related documentation, such as subscription documents, key person employment agreements and option and restricted stock plans and agreements
- Preparing Regulation A, Regulation D, crowdfunding and other unregistered securities transactions
- Navigating the federal and state filing requirements associated with unregistered securities
- Drafting and negotiating initial proposals, indications of interest, letters of intent and related confidentiality agreements
- Representing issuers in private and public offerings of equity and debt securities
- Venture capital and investor financing for emerging companies and start-ups
- Structuring and drafting documentation for private equity financing and private equity funds
- Corporate restructurings and recapitalizations
- Advising funding portals, intermediaries, and other Internet portals hosting crowdfunding offers
- Management and operation of registered investment advisers and broker-dealers, including organization, registration and related licensing, regulatory compliance and administration
- SEC, FINRA and state regulatory audits
- SEC and state regulatory disclosure and issuer reporting obligations
- Preparing proxy statements for use in connection with annual and special meetings of shareholders, including compliance with executive compensation disclosure requirements
- Preparing and filing annual, quarterly, and interim reports with the Securities and Exchange Commission and EDGAR
- Advising clients on compliance with short-swing profit rules and other obligations of insiders under the Securities Exchange Act of 1934
Investment Advisors and Broker Dealers
We represent numerous investment advisers, broker-dealers and investment partnerships, both on day-to-day matters, regulatory compliance matters. We also work with clients in analyzing and structuring various types of transactions, including acquisitions, with reference to applicable regulatory requirements pertinent to the type of business in which the client is involved. We also work with such clients on regulatory audits, examinations and inquiries.
Other Regulatory Compliance
Our attorneys work with boards of directors, management and significant shareholders in purchasing and selling securities of their businesses in compliance with securities and tax regulations. We also assist businesses in connection with ongoing compliance requirements under the federal securities laws, including reporting requirements of the Securities and Exchange Commission (proxy statements, annual and quarterly reports), and the requirements of stock exchanges.
Registration Exemption Planning
Our attorneys regularly advise clients in connection with the broad spectrum of business and financial transactions that implicate federal and state securities law. Our attorneys advise clients on the structuring of such transactions in relation to available exemptions from federal and state registration and identifying and managing applicable regulatory requirements.
Our attorneys work with various types of businesses seeking to acquire capital in equity, debt and other types of private placement securities offerings, including Reg A, Reg D, crowdfunding and Rule 144 offerings and offerings undertaken pursuant to other federal and state securities registration exemptions. We have substantial experience in all phases of such offerings, including structuring, prospectus and other related document preparation, handling applicable regulatory filings and ongoing consultation with the client with respect to compliance with applicable regulatory requirements.