Securities

When undertaking a public offering, a private placement or handling any number of significant securities-related issues, you need to be in good hands with professional lawyers who know both the nuances of U.S. securities laws and the regulators themselves. Public companies need current, well informed and practical minded lawyers to ensure that they remain compliant and provide clear disclosure and balancing competing interests. At SWA, you profit from business attorneys with a deep commercial insight, a broad international outlook and an understanding of the technical legal and compliance issues.

This level of experience stands all types of international publicly traded companies and multinationals (and their boards of directors and executives) in good stead in relation to an extensive range of securities issues, including IPOs, private placements of common stock, exchange listings, corporate governance, compliance with the Federal securities and state regulations, Section 16 filings and ongoing reporting and disclosure obligations.

Particularly, we provide counsel in relation to:

Drafting and updating disclosure documents
Negotiating underwriting, placement and similar agreements
Corresponding with the SEC and state regulators
Negotiating purchase, subscription and related documents
Designing compliance programs and performing compliance audit for Sarbanes-Oxley, SEC regulation, exchange rules and governance best practices
Conducting audits of internal company policies and procedures

Engagements Have Included

Representing an alternative energy technology company in registration of shares for resale.
Representing Israeli foreign private issuers listed on U.S. markets with respect to U.S. securities matters.
Representing high tech company in follow on underwritten offering.
Representing listed company in connection with PIPE investments.
Assisting investment fund with respect to investment in convertible debt of public technology company.
Preparing annual and quarterly disclosure filings for NYSE, Nasdaq and OTC-traded companies, as well as counseling client with respect to corporate governance issues and interfacing with exchanges, SEC, transfer agents and other vendors.
Providing corporate and securities advice regarding spin-off of public company’s operating division to shareholders.