Securities

Thompson & Thompson LLP’s attorneys have extensive experience with routine securities law and stock market compliance matters as well as disclosure requirements relating to a particular significant transaction.  Our attorneys have experience representing public companies listed on NYSE and NASDAQ.

Our experience includes:

  • Compliance with Dodd-Frank Say-On-Pay, Say-On-Frequency and Say-On-Golden Parachute Compensation Provisions
  • Preparation and Review of 1934 Act Periodic and Annual Reports (Forms 10-Q and 10-K) and CEO/CFO Certifications
  • Proxy Statements for Annual and Special Meetings of Shareholders
  • Listing and Corporate Governance Requirements Under SEC and Stock Exchange Standards
  • Audit Committee, Compensation Committee and Nominating Committee Charters and Related Issues
  • Company Code of Ethics/Conduct and Waivers to Code of Ethics/Conduct
  • Designation of Independent Directors and Usage of Controlled Company Exception
  • Review of Shareholder Approval Requirements for Transactions
  • Section 16 Reports by Directors, Officers and Other Insiders
  • Resale Transactions Under Rule 144 by Directors, Executive Officers, and Affiliates
  • Related Person Transactions, Special Committees, and Director Fiduciary Duties Including the Duty of Loyalty, the Duty of Care and the Business Judgment Rule
  • Two Step Tender Offer/Mergers, One Step Mergers and Going-Private Transactions
  • Indemnification Considerations and D&O Insurance

Selected Non-Routine Securities Law Matters

  • Equity Lines of Credit – Secondary Public Offering. Firm attorneys have assisted public company clients with sales of common stock to hedge funds over an extended period of time.  This type of transaction serves as a financing vehicle for the public company similar to a line of credit, except that equity is being utilized instead of debt.  The new common stock to be sold by the company in this type of transaction is registered with the SEC and resold by the hedge fund into the public market over a period of time.
  • PIPE Offering. Represented a public company issuer in a $13,500,000 PIPE registered direct offering of units which consisted of common stock and warrants.  Firm attorneys served as the primary negotiator of the deal documents, the initial draft of which was provided by counsel to the placement agent in the transaction.  Timely closure of the transaction was needed by the public company issuer in order to infuse the company with needed funds to prevent any disruption in company operations.  Firm attorneys averted a delay in the transaction by negotiating final terms with demanding institutional investor purchasers of the units and placating them by solving their concerns and finding compromise.  Firm attorneys were also responsible for drafting the securities law filings, and dealing with the regulatory requirements of Nasdaq.
  • Representing Investor in Private Placement. Reviewed deal documents for an Australian private equity investor’s investment in a $4,000,000 Series D round equity investment in a development stage Silicon Valley semiconductor company.  The client had already invested in prior rounds.  Hence, the deal documents were based on the Series C documents and negotiations largely were limited to ensuring that the deal documents reflected the understanding of the parties with respect to the Series D round of investment.
  • Going-Private Transaction. Primary drafter of the deal documents and the securities law filings for a Schedule 13e-3 going-private transaction where the majority owner of a small public company in the packing and shipping industry was buying out the interests of the minority stockholders and taking the company private.  Going-private transactions are a subset of transactions that have very specific securities law and corporate law requirements that are designed to protect minority stockholders from abuse by a company’s majority stockholder or management.  This transaction triggered automatic SEC review and comment, which Firm attorneys successfully navigated on behalf of the client.
  • Sophisticated Bond Issuance. One of the Firm’s attorneys teamed with other attorneys to represent the issuer of bonds in a combined euro, dollar and sterling bond offering that, at the time, was the largest corporate bond offering in debt capital markets history.  Firm attorneys reviewed SEC filings, coordinated with underwriters’ counsel to resolve issues and researched and resolved potential securities law issues.
  • FINRA Insider Trading Investigations. In 2009, Firm attorneys coordinated the response of a client to a FINRA investigation of insider trading in connection with a transaction involving the client.  There has been a significant increase in the number of investigations being conducted by FINRA in connection with M&A transactions since late-2009, and a dramatic increase in SEC/FINRA activity in late 2010 regarding insider trading.