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Overview
Dilworth Paxson’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. Our lawyers 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 lawyers represent issuers, selling security holders, financial institutions, broker-dealers, investment advisors, underwriters, selling agents, and private equity and hedge funds. The members of the Securities Group work closely with other Dilworth Paxson lawyers who concentrate in corporate, banking, public finance, real estate, and tax law to provide integrated solutions for their clients.
Representative Matters
- Represented a publicly-held bank in its reorganization into a bank holding company and concurrent acquisition of another publicly-held bank holding company.
- Advised a private acquirer of a public company in a reverse merger.
- Represents Sanjay Kumar, former CEO of Computer Associates, in connection with both civil and criminal law proceedings.
- Stephen J. Harmelin, Vice Chairman of Dilworth Paxson’s Executive Committee, was appointed by the United States District Court of the Eastern District of Pennsylvania as a receiver ad litem for a defunct hedge fund whose assets were diminished due to the conduct of its fraudulent trading advisor.
- Represents and advises a multi-billion dollar charitable foundation on all hedge fund and other alternative investments.
- Represented a special committee in a 2009 going private transaction.
Transactional Matters
- Public equity and debt offerings, including IPOs and secondary offerings
- Private placements, PIPEs, and Rule 144A transactions
- Private equity, hedge fund, and venture capital investments
- Mergers and acquisitions
- Management buyouts and going-private transactions
- Reorganizations and recapitalizations
- Securitizations
- Swaps, structured products, and derivatives
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
- Officers, directors, and stockholders, including the sale of restricted stock under Securities Act Rule 144; preparation of beneficial ownership reports under Exchange Act Sections 13(d) and 16
- Stock exchange listing and delisting
Litigation and Enforcement Matters
Enforcement Proceedings and Civil Litigation:
- US Securities and Exchange Commission and Commodities Futures Trading Commission
- FINRA and other self-regulatory organizations
- 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
- Municipal Securities Rulemaking Board
Criminal Securities Proceedings
- Criminal trials including fraud, market manipulation, and insider trading cases
- Representation of witnesses and targets 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
- Securities and Exchange Commission and US Department of Justice investigations
Representative Matters
- Represented a publicly-held bank in its reorganization into a bank holding company and concurrent acquisition of another publicly-held bank holding company.
- Advised a private acquirer of a public company in a reverse merger.
- Represents Sanjay Kumar, former CEO of Computer Associates, in connection with both civil and criminal law proceedings.
- Stephen J. Harmelin, Vice Chairman of Dilworth Paxson’s Executive Committee, was appointed by the United States District Court of the Eastern District of Pennsylvania as a receiver ad litem for a defunct hedge fund whose assets were diminished due to the conduct of its fraudulent trading advisor.
- Represents and advises a multi-billion dollar charitable foundation on all hedge fund and other alternative investments.
- Represented a special committee in a 2009 going private transaction.
Transactional Matters
- Public equity and debt offerings, including IPOs and secondary offerings
- Private placements, PIPEs, and Rule 144A transactions
- Private equity, hedge fund, and venture capital investments
- Mergers and acquisitions
- Management buyouts and going-private transactions
- Reorganizations and recapitalizations
- Securitizations
- Swaps, structured products, and derivatives
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
- Officers, directors, and stockholders, including the sale of restricted stock under Securities Act Rule 144; preparation of beneficial ownership reports under Exchange Act Sections 13(d) and 16
- Stock exchange listing and delisting
Litigation and Enforcement Matters
Enforcement Proceedings and Civil Litigation:
- US Securities and Exchange Commission and Commodities Futures Trading Commission
- FINRA and other self-regulatory organizations
- 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
- Municipal Securities Rulemaking Board
Criminal Securities Proceedings
- Criminal trials including fraud, market manipulation, and insider trading cases
- Representation of witnesses and targets 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
- Securities and Exchange Commission and US Department of Justice investigations
