Securities
Shutts & Bowen’s Corporate/Securities Practice Group represents public and private companies, general and limited partnerships, banks, broker-dealers, and other forms of business entities, in a broad range of capital markets transactions. The attorneys in this Group have experience in public and private debt and equity offerings, corporate mergers and acquisitions, ongoing securities law reporting by public companies, and other domestic and international corporate and securities matters.
The practice group provides corporate and securities representation to clients in a wide range of industries, including aviation services, broadcasting, computer software, education, electronics distribution, investment banking, the cruise and leisure industry, health care, publishing, hotels and others. The group has also been actively involved in mergers and acquisitions. Its goal is to provide clients with representation in the corporate, finance and securities fields in a cost-efficient and time-efficient manner. The partners practicing in the securities area have experience in the following areas, among others:
- Preparing registration statements, prospectuses, private placement memoranda, blue sky memoranda and similar offering documentation.
- Preparing listing applications and related materials with the New York Stock Exchange and the American Stock Exchange, and applications for trading on NASDAQ.
- Preparing and negotiating underwriting agreements (domestic and international), selling shareholder agreements and similar documentation.
- Representing issuers in the securities registration process, and formulating responses to comments from the staff of the Securities and Exchange Commission (“SEC”) and other interaction with SEC staff members.
- Negotiating and preparing merger agreements, stock purchase agreements and asset purchase agreements (and advising clients on all aspects of the merger and acquisition process, including related securities, taxation and accounting issues).
- Preparing venture capital documentation (including debt and equity purchase agreements, convertible debt and equity instruments and equity rights agreements). Preparing annual and periodic reports required to be filed with the SEC by public companies, including Form 10-K Annual Reports, Form 10-Q Quarterly Reports, Form 8-K Current Reports, Schedule 13D acquisition statements, Schedule 14D Tender Offer Statements and Form 8-A Registration Statements (for registration of certain classes of securities under the Securities Exchange Act of 1934).
- Advising directors and officers of publicly owned companies as to SEC disclosure requirements and insider trading regulations, including assistance with preparing and filing of Form 3 Acquisition of Beneficial Ownership statements, Form 4 Change in Beneficial Ownership statements and Form 5 reports.
- Representing publicly owned companies in connection with conducting annual and special meetings of shareholders and shareholder communications and relations.
- Preparing stock option plans, employee stock ownership and other benefit plans.
- Advising management of publicly owned companies as to compensation and severance agreements and arrangements with executive officers.
- Advising management of publicly owned companies as to their obligations under the Sarbanes-Oxley Act of 2002.
