Securities

The Firm's Securities Group counsels on a broad range of matters including transactional (both domestic and international), regulatory and compliance matters, federal and state court litigation, administrative agency proceedings, and criminal defense. The seasoned attorneys in the Securities Group, many of whom held senior positions at the United States Securities and Exchange Commission and the Department of Justice, take pride in providing responsive, creative, and cost-effective representation to a diverse clientele facing complex regulatory and economic issues in rapidly-changing environments.

The Securities Group attorneys represent publicly-held and privately-held companies including financial institutions as well as underwriters selling agents and venture capital firms. The members of the Securities Group work closely with other Firm lawyers who concentrate in corporate, banking, public finance, real estate, and tax law to provide integrated solutions for their clients.

The Securities Group represents clients active in a wide range of fields such as banking; investment banking; communications; equipment leasing; plastics; technology (including e-commerce and computer software); biotechnology and medical devices; stock exchanges; and public utilities.

Transactional Matters

• Public offerings, including IPOs and secondary offerings
• Private placements, PIPEs, and Rule 144A transactions
• Venture capital investments
• Mergers and acquisitions
• Management buyouts and going private transactions
• Reorganizations and recapitalizations
• Securitizations

Regulatory/Compliance Matters

Securities and Exchange Commission reporting and compliance for:

• Publicly-held companies, including preparation of annual and quarterly reports, proxy statements, and stock option plans in connection with insider trading policies and procedures
• Sarbanes-Oxley corporate governance and compliance
• Officers, directors, and stockholders, including sale of restricted stock under Securities Act Rule 144; preparation of beneficial ownership reports under Exchange Act Sections 13(d) and 16
• Broker-dealers and investment advisers
• Nasdaq and stock exchange listing and delisting

Litigation and Enforcement Matters

Enforcement Proceedings

• US Securities and Exchange Commission
• NASD
• Stock exchanges
• Pennsylvania Securities Commission, New Jersey Securities Bureau, Virginia Corporation Commission, and other state securities commissions.
• Private securities litigation, including international securities litigation, both on the plaintiff's and defense side
• Securities arbitrations, (customer-broker and member-member disputes), special masterships, and independent consultancies

Criminal Securities Proceedings

• Criminal trials including fraud, market manipulation, and insider trading cases
• Representation of witnesses in all aspects of FBI and grand jury investigations
• Internal investigations and presentations to prosecutors
• Development of internal compliance guidelines pursuant to US sentencing guidelines

For questions or additional information, please contact Graham R. Laub, Chair of the Securities Group.

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