Securities
Sonnenschein's Securities lawyers counsel companies and underwriters in connection with public and private offerings of debt and equity, corporate governance, compliance with securities laws and the disclosure and filing requirements of the Securities and Exchange Commission, the New York Stock Exchange and NASDAQ and other exchanges and financial oversight bodies.
Our clients come from a broad array of industries and range from middle-market companies to Fortune 100 corporations. They rely on our expert counsel for guidance on a host of compliance issues. Typical representations include the following:
Securities Transactional Matters
- Initial public offerings
- Public offerings and placements of debt and equity securities
- Conversions from mutual to stock form and follow-on initial public offerings
- Rule 144A and Regulation S offerings
- Debt issuances, including investment-grade term debt, convertible debt, high-yield debt and medium-term notes, secondary stock offerings, certificate of deposit programs, subordinated note issues, Eurodollar borrowings and other forms of debt issuances for banks and financial institutions
- Offerings of hybrid, equity-linked or tax-advantaged securities, including trust preferred securities and exchangeable or convertible debt securities
- Offerings by mezzanine and leveraged buyout funds
- Rights offerings and exchange offers
- Capital raising and risk-hedging transactions
Corporate Governance/Regulatory Matters
- Reporting and disclosure requirements for U.S. and non-U.S. issuers, including matters related to the 1933 Act registration and exemptions, 1934 Act reporting, the Sarbanes-Oxley Act of 2002, Section 16(b) issues, Rule 144 issues and “Blue Sky” laws
- Establishment of corporate governance and compliance standards programs
- Management of internal investigations and government inquiry responses
- Audit, compensation and special committee representations
- Directors and officers liability and insurance
- Legal and capital structure creation
- Activist shareholders
Takeover Preparedness
- Hostile takeover attempt preparation, including charter amendment preparation
- Stockholder rights plans preparation and implementation
- Dual-class stock structures
- Proxy contests and hostile tender offers
Our Value
Our highest priority is to understand the needs and expectations of our clients so we can help them anticipate and resolve issues while advancing their business goals. Moreover, our firm’s highly collaborative culture translates into world-class service for each client and a multidisciplinary approach to each client matter. Following are some examples of the exceptional value we bring to our clients:
- Our lawyers understand the perspectives of all parties, having represented all sides in various securities-related matters
- We serve as close advisors while offering our clients an objective viewpoint
- We provide teams of lawyers with cross-disciplinary skill sets, including crisis management capabilities, litigation and other specialized expertise
- Our lawyers guide clients through all stages of public and private offerings to help ensure compliance and to minimize exposure to risk
- We have broad experience with regulatory issues relating to internal investigations and potential enforcement
- We are nationally recognized for our knowledge and experience in heavily regulated industries such as insurance and health care
