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Securities
   Nancy D. Weisberg
   Robert A. Mascioli
   Deborah C. Lofton

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AREAS OF SECURITIES COUNSELING

Compliance and Reporting
  • Securities and Exchange Commission
  • Sarbanes-Oxley Act of 2002
  • NYSE, NASDAQ and AMEX
  • Preparation/Review of SEC Reports and Proxy Materials
  • Shareholder/Investment Community Communications
Mergers, Acquisitions, Dispositions and Divestitures

Recapitalizations and Other Reorganization Techniques


Financings and Offerings
  • Private Placements and PIPEs
  • Debt Securities
  • Initial and Secondary Public Offerings
Securities Practice
Our business clients regularly require sophisticated securities law counsel on issues concerning their companies’ corporate growth, transactions and public disclosure within federal and state securities, corporate governance and reporting requirements and guidelines. Our clients also seek our counsel in negotiating and documenting private and public financings, mergers and acquisitions and other commercial transactions that further their business objectives.

Our securities attorneys focus on securities compliance issues, such as those arising under SEC requirements, the Sarbanes-Oxley Act of 2002, the listing standards of the NYSE, NASDAQ and AMEX stock exchanges and markets and financial accounting standards. We work directly with issuers’ boards of directors, board committees, executive officers and in-house counsel. We have served as counsel to audit and compensation committees on such issues as independence and structure. We also represent investors, such as “angels,” venture capital firms and private equity firms, as well as investment advisors, registered brokers-dealers and banks.
Examples of Securities Representation
Compliance and Reporting: We advise clients on the securities law implications of their corporate activities, resolve corporate disclosure issues and provide corporate governance advice to the boards and board committees of our public clients to meet stock exchange listing standards and provide general counseling with respect to a company’s relationship with its shareholders and the investment community.

Acquisition and Disposition of Securities: We represent venture capital funds, banks, angel investors, universities and individuals in their investment activities, such as the acquisition and disposition of securities in private and public offerings or in connection with mergers and acquisitions, divestitures, recapitalizations and other reorganization techniques.

Financings and Offerings: We draft and negotiate offering documents on behalf of issuers and investors to implement private placements and PIPEs of equity and debt securities for newly formed, emerging and established companies. We also serve as counsel to issuers in public offerings of equity (including initial and secondary public offerings) and debt.