Securities Law

As a global law firm, we have extensive knowledge and experience to provide the high-quality level of representation demanded by public companies and other market participants. The attorneys in our Securities Law Practice Group routinely advise clients on securities issues specific to public companies and assist with preparing and filing registration statements, proxy statements, annual, quarterly and current reports and other SEC filings as well as private placement memoranda and related private offering materials and the equivalent documents in the UK and Singapore.

Our approach is to thoroughly understand a company's business and objectives so that we can better and more effectively advise them as well as to help ensure that any disclosure documents are accurate and complete. We also adopt a team approach and work closely with colleagues in our other practice areas (such as intellectual property, tax, employment, employee benefits and executive compensation, technology, environmental and real estate) as well as with our industry-focused practice groups (healthcare, life sciences and energy, for example) where our clients have significant operations. In addition, a number of our lawyers have served in SEC staff positions and hold leadership positions in professional and securities industry organizations, enhancing our ability to provide keen insights into novel policy and regulatory issues. As a result, our practice is quite diverse, making us well-equipped to handle virtually any legal issue that our public company clients face.

We also understand the difference between simply assisting our clients to draft offering and disclosure documents and helping guide them to opportunities, investors and relationships; thus we are able to leverage our industry knowledge and contacts with underwriters, investment banks, hedge funds and PIPE funds to identify possible partners who can help our clients grow their businesses in an efficient manner.

Our significant experience in representing issuers, underwriters, investment banks and investors in public and private offerings allows us to better understand market expectations, the interests of the parties to these transactions, the business needs of our clients and the need for efficient execution and speed to market.

Compliance with, or meeting requirement for exemptions from, federal and state securities laws is not only the principal focus of public and private offerings of securities, but can also be an important element in many other business transactions, including mergers and acquisitions, tender offers and the formation of new ventures, including corporations, partnerships, limited liability companies and joint ventures.

We have seasoned securities practitioners in many of our offices, affording our clients access to lawyers and their securities experience in local and regional markets, as well as access to extensive industry knowledge that only a large, international law firm can provide.

Public Offerings

We represent many public companies and companies seeking to access public markets in initial public offerings (IPOs) and/or the increasingly more common structures, alternative public offerings (APOs), direct public offerings (DPOs), special purpose acquisition companies (SPACs), as well as debt or hybrid securities secondary offerings of equity. When representing issuers, we typically become involved in all aspects of corporate and business planning and structuring, including preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications on NYSE and NASDAQ in the U.S., the SGX in Singapore, and the LSE's full list as well as AIM and PLUS Markets in the UK, and related transactional aspects of the offerings. We also have extensive experience representing investment banks, placement agents and investors.

Private Offerings/PIPES

Some of our public company clients are also active issuers of securities in private transactions which include Regulation D, Regulation S, Rule 144A and PIPE transactions. These transactions often involve complex resale and trading issues. We also render advice regarding exemptions from federal and state securities registration laws and related regulatory matters. As is the case with public offerings, we also represent issuers, investment banks, placement agents and investors in private (exempt) transactions.

REITs and Real Estate Securities

The Securities Law Practice Group also has substantial experience with regard to real estate securities, real estate investment trusts and real estate-based securities. Duane Morris attorneys advise clients involved in listed and non-listed real estate securities. Our advice encompasses a diverse scope of services, from structuring and forming REITs to addressing federal and state regulations, unraveling complex REIT tax requirements, structuring 1031 transactions and advising some of the nation's largest REITs on initial public offerings, mergers and acquisitions and innovative transactional structures. Our attorneys work closely with the numerous participants involved in the real estate securities industry, including developers, sellers, investors, tenant-in-common sponsors, investment banks, leading lenders, state and federal regulators, the IRS, REIT owners and operators and related industry associations.

Transactions

The Securities Law Practice Group performs a wide range of complex corporate transactions, including mergers and acquisitions, hostile and friendly tender offers, going private transactions, the conversion of mutual insurance companies, the formation of downstream holding companies for insurance companies, financial services securities matters, bank holding company matters and the conversion of savings and loan associations. Our lawyers apply their knowledge of securities laws and financing trends to assist clients in consummating these often difficult transactions in an innovative, cost-effective and timely manner.

The Securities Practice Group counsels clients in structuring, negotiating and consummating acquisition, sale and change of control transactions, both friendly and unfriendly. The firm often handles these transactions when they involve companies in regulated industries, such as banking and insurance.

Corporate Compliance, Regulatory Matters and Governance

In the U.S., we assist in the preparation of periodic SEC reports, filings and advice in connection with insider transactions (including Section 16 and Section 10(b) and Rule 10b-5), Regulation FD disclosure obligations, option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings, change in control and other transactional (M&A) events and assisting Audit, Compensation and Nomination Committees in complying with the requirements of the SEC and national securities exchanges. We also assist our clients with changes in reporting and corporate governance pursuant to the Sarbanes-Oxley Act of 2002; prepare no-action letter and interpretive requests; and provide a variety of legal opinions under the federal securities laws. We regularly advise boards, their committees and their financial advisors regarding fiduciary duties and other corporate governance issues, including management succession and compensation, board composition and structure, conflict of interest avoidance, and specific NYSE and NASDAQ corporate governance requirements.

In the UK, we advise in relation to takeovers of public companies where the City Code Rules apply and help companies to understand the ever-changing rules and guidelines on corporate governance issues. We also advise a wide range of companies on the extensive application of the UK financial services regime, including authorization by the Financial Services Authority (FSA) on regulatory filing and reporting requirements.

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Diversity

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

  • Committed to strategically increasing our diversity levels, which is currently at 10 percent.
  • Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
  • Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.