Practice Areas & Industries: Roetzel & Andress, A Legal Professional Association

Practice/Industry Group Overview

Our Securities attorneys engage in all aspects of public and private securities transactions, including the representation of issuers, investors and investment bankers in offerings ranging from small private placements to initial and subsequent public offerings. Our attorneys also represent acquiring or acquired companies in negotiated stock-based mergers and acquisitions.

Our Securities practice includes public company compliance matters for Fortune 500 as well as for Small Business filers. This includes the preparation and review of periodic and current reports, such as Form 8-K's and 10-Q's, proxy statements (including executive compensation disclosure); annual reports, such as Form 10-K's and 11-K's; advising on the resale of restricted and control securities; and structuring and registration of stock-based employee benefits. Our attorneys also assist entrepreneurs in complying with federal and state securities laws as they raise capital for new and ongoing ventures.

Services Available

We advise public companies, their boards and management on ongoing securities disclosure obligations and the disclosure issues of particular transactions, including compliance with Regulation FD, as well as on compliance with the NYSE and NASDAQ listing and disclosure requirements. We assist directors, officers and control persons with their insider trading, Rule 144 and Section 16 compliance, as well as the development of 10b5-1 trading programs.

Many of our Securities attorneys are former general counsels and senior executive officers of public companies within various industries. As such, they have a special insight and experience into how to deal with securities matters.

We apply a multidisciplinary approach on a daily basis to offer practical, innovative, team-oriented solutions. As an example, we frequently involve lawyers from our Business Services, Intellectual Property, and Real Estate Groups when dealing with start-up companies or mature companies seeking initial or mezzanine rounds of venture capital to negotiate the transaction, protect intellectual property rights, or structure real estate development projects in which securities are offered to equity investors or financing entities.

Representative Services

• Prepare and review periodic and current reports, such as Form 8-K's and 10-Q's/10-QSB
• Prepare and review proxy statements
• Advise on requirements for executive compensation disclosure
• Review of annual reports, such as Form 10-K/10-KSB and 11-K's
• Advise management and boards on the structure of equity based compensation plans, as well as drafting and implementing such plans, and registering the plans and grants on Form S-8
• Advise companies and executives on the resale of restricted and control securities under Rules 144 and 145
• Advise companies and their boards with regard to the process of going public in the U.S. or listing on AIM, the London Stock Exchange's alternative market
• Represent companies in the going public process with placement agents or underwriters, as well as with the applicable registration statements, such as on Form S-1 or SB-2
• Represent companies in negotiated M&A and merger transactions and the applicable registration statements, such as on Form S-4
• Advise companies and their boards regarding listing on the NYSE or NASDAQ, as well as the corporate governance and disclosure requirements of those exchanges
• Advise companies and their boards regarding Section 16 and Regulation FD compliance
• Advise companies and their boards regarding difficult disclosure issues
• Advise companies on the secondary offering process and registration on Form S-3
• Advise companies on the adoption, implementation and registration of shareholder rights plans
• Represent Investment Advisors regarding formation and compliance with the Investment Advisor Act of 1944
• Advise private investment companies exempt from the Investment Company Act of 1940, such as fixed income funds and "funds of funds"
• Advise start-up ventures regarding compliance for the private offering and sale of securities
• Advise entrepreneurs with regard to venture capital financing terms and structure in the sale of securities in their companies
• Advise real estate and hotel ventures in obtaining project financing through the private offering and sale of securities
• Perform securities law research and analysis
• Handle Blue Sky research, filings and reporting, as needed

Representative Matters

• Represented public company buyer in a $436 million stock-for-stock acquisition on a Form S-4 Registration and Proxy Statement.
• Represented public company buyer in a $185 million stock/cash-for-stock acquisition of a public company with a Form S-4 Registration and Proxy statement.
• Represented public company buyer in a $260 million stock-for-stock acquisition on a Form S-4 Registration and Proxy Statement.
• Represented public company issuer in a $35 million underwritten secondary public offering on a Form S-3 Registration Statement.
• Represented public company issuer in a $32 million underwritten secondary public offering on a Form S-3 Registration Statement.
• Represented public company issuer in a $17 million underwritten secondary public offering on a Form S-3 Registration Statement.
• Represented seller of a privately held company to a public company in a $16 million stock-for-stock merger transaction.
• Represented private company in the sale through a limited auction process to a public company for $27 million stock/cash-for-stock merger with a Form S-4 Registration and Proxy Statement.
• Represented executive of a company which was going public in protecting him with regard to lock-up agreements, registration rights, Section 16 and Rule 144 compliance and the subsequent sale of part of his company stock in a secondary offering and under a 10b5-1 trading program.
• Represented seller of a publicly held company (OTC) in a $17 million stock-for-stock transaction.
• Represented public company buyer in a $12 million stock/cash-for-stock acquisition of a private insurance and wealth management company with registration rights provided to selling shareholders on a Form S-3 Registration Statement.
• Represented investment banking firm/placement agent in stock-for-stock transaction involving a public company buyer and private company seller.
• Represented fund operators in the formation of a $7 million mezzanine venture capital fund with financial institutions members.
• Represented bank in the formation and issuance of a medium- and short-term note program in a $1 billion private placement of debt.
• Represented public company as special securities counsel in the tax-free pro rata spin-off of a division as a new public company to existing shareholders.
• Represented public bank holding company buyer in a $275 million stock-for-stock acquisition of a savings and loan holding company with a Form S-4 Registration and Proxy Statement.
• Represented public company seller in a $70 million stock-for-stock acquisition on a Form S-4 Registration and Proxy Statement.
• Represented organizer in the formation and $4.5 million private placement of debt and equity for the funding of the construction costs and franchise of a hotel.
• Represented organizer in the formation and $5 million private placement of equity for a venture capital fund for investment in local high technology polymer companies.
• Represented majority shareholder of a public company in the sale of his $10 million shares to a public company.
• Represented company in numerous oil and gas syndications (private offerings totaling $10 million).
• Represented public company's venture capital subsidiary in numerous Series A through D preferred stock purchases in R&D entities ($25.0 million).
• Represented a U.S. public company in the compliance of issuing stock options and the exercise thereof to employees resident in foreign countries.
• Represented a NASDAQ company in setting up a defensive structuring including shareholder rights plan and the SEC registration and listing of the rights.
• Represented several different public companies in transferring listing from NASDAQ or AMEX to the NYSE.
• Represented a retail drugstore company in its initial public offering on Form S-1.
• Represented a drug distribution company in its initial public offering on Form S-1.
• Represented an aircraft financing company in its initial public offering on Form S-1.
• Represented a retail shoe company in its initial public offering on Form S-1 and in a follow-up secondary offering on Form S-3.