Practice Areas & Industries: Holme Roberts & Owen LLP

Practice/Industry Group Overview

Holme Roberts & Owen LLP has an extensive securities and capital markets practice. Our attorneys represent United States and foreign issuers and underwriters, financial advisors, broker/dealers, investment funds and investment advisors with respect to their obligations under both the United States and foreign law. Our securities attorneys have practical experience with both the bright lines and nuances of federal and state securities law and have represented a board range of players in all types of securities transactions. We believe we have the depth of experience necessary to give us a unique familiarity with the securities law issues faced by companies at all stages in maturity, and that we have the ability to anticipate and avoid problems.

Services Available

We are regularly involved in a range of offerings in the United States capital markets, including initial public offerings, other primary offerings and secondary offerings of securities, as well as exchange offers and private placements of securities. We also regularly advise clients with respect to complex derivatives products, structured finance products and high yield debt securities.

As part of our general representation of clients that are public companies, we assist those clients by preparing and reviewing periodic reports and evaluating their disclosure obligations under applicable securities laws. We advise those clients in the preparation of proxy statements for annual meetings, as well as for special meetings, including those held to consider business combinations. We also prepare or review internal corporate policies addressing, among other matters, the general disclosure obligations, corporate communications (including postings on web sites), corporate governance, insider trading and dealing with financial analysts. We also advise our clients on the securities laws implications of stock-based employee compensation plans, employee stock purchase plans, dividend reinvestment plans and stock repurchase programs and self-tender offers.

Our securities attorneys have significant experience in assisting our public clients in:

• compliance with the Sarbanes-Oxley Act of 2002 and related SEC regulations
• issues involving board composition and structure, including membership qualifications, nominating procedures,committee structures and duties and similar matters
• advice to boards, individual directors and corporate executives about fiduciary duties, (including in instances when the client's in financial distress)
• disclosure and reporting requirements under federal and state securities laws developing and implementing ethics policies and programs to prevent and detect violations of law
• disclosure controls and internal controls required by federal securities laws and regulations
• internal investigations and responses to SEC or state securities authority investigations
• conflict of interest and change of control matters, including mergers, proxy contests and takeover bids and
• Advice regarding management succession and compensation for executives and directors.

Our securities attorneys also have extensive experience in assisting clients in developing and implementing comprehensive corporate programs to insure that our clients' senior officers and board comply with applicable duties and obligations under law. In this regard, we have assisted clients in the design and implementation of programs relating to:

• Section 16 issues
• executive compensation
• special committee charters (such as for investigations or takeover proposals)
• financial reporting irregularities
• internal periodic updating procedures
• investor relations and
• crisis management

Holme Roberts & Owen LLP also has an active and experienced corporate governance practice group which regularly advises corporations and their officers and directors about ethical issues, regulatory compliance and similar matters. We represent full boards of directors, board committees (including audit committees and special committees), individual directors, CEOs and other executives, as well as major investors. Our corporate governance practice group brings together partners from many of our practice disciplines, including attorneys experienced in securities regulation and compliance, professional responsibility, officer and director liability, securities litigation defense, white collar criminal defense, regulation of financial institutions, employment law, insolvency and ERISA.