The lawyers in our Securities Law Group have extensive experience in advising issuers on securities law matters. In the case of publicly-held companies, this includes the design and preparation of proxy statements and of periodic reports on Form 10-K and 10-Q; disclosure of current developments on Form 8-K; the effect of Regulation FD on other public statements by the issuer; regulation of tender offers; stock exchange requirements on board and committee composition; insider trading prohibitions and short-swing trading regulation; and planning for stock repurchases and other transactions by issuers and their affiliates.
The Securities Law Group is skilled in the design and drafting of shareholder rights plans and other anti-takeover devices. Members of the Group have advised either the acquiror or target in every major contest for control of public companies in Maine over the past 20 years.
The Group has an extensive venture capital practice, representing institutional investors, angel investors, or issuers in negotiating and documenting investments in nonpublic companies. The Group also advises private companies and their owners on capitalization issues and steps to be taken in contemplation of an initial public offering. Members of the Group have represented issuers and selling stockholders in a number of registered public offerings of equity or debt securities, and in countless exempt private offerings of securities.
Lawyers in the Group also advise broker-dealers, investment advisers, and financial institutions on compliance with securities regulations, and represent such firms in connection with regulatory examinations and customer claims.
Members of the Group also work with the firm’s Employee Benefit & Executive Compensation Group to advise publicly-held corporations and private employers on the design and regulation of equity-based employee benefit plans.
Greg Fryer and K.C. Jones head the Securities Law Group, with more than 30 and 25 years’ experience, respectively, in federal and state securities law matters. For many years, Greg has served as Chair of the Securities Law Subcommittee of the Maine State Bar Association. In 2004 he led the Bar committee that helped review and draft the overhaul of Maine’s securities statute. K.C., too, worked extensively on that project.
Both K.C. and Greg are well-respected authorities on Maine corporate law, each having previously served as Chair of the Business Law Section of the Maine State Bar Association and each having played a key role in the drafting of important revisions to the Maine Business Corporation Act. Their corporate law experience complements their securities practice. As a result, both are known for advising boards of directors on difficult and sensitive matters. In addition, K.C. has experience advising banks on their securities activities, especially the application of Gramm-Leach-Bliley and state securities laws to banking institutions that offer securities brokerage services. Greg is a frequent lecturer on securities law topics and counsels executives and directors on their obligations under Dodd-Frank, Sarbanes-Oxley, and other federal statutes affecting corporate law practice.
