Jones Waldo’s Securities Practice Group has the kind of in-depth legal experience companies and investors are looking for. We have represented privately held companies (from garage start-ups to national companies), and investors of all types and sizes (from individual angels to large funds) with private securities offerings. This includes all levels and structures of venture and angel financing from seed to preferred rounds to liquidity, as well as employee equity incentive plans. Many of our clients are high-technology or high-growth companies in such fields as computer software, telecommunications, information technology, medical technologies, and scientific instrumentation, but we cover almost any industry as well.
- We have represented numerous companies in connection with private offerings of securities. We are a resource for matching sources of capital with companies seeking investors or access to the public capital markets.
- We also assist public companies with the preparation and filing of their ongoing reports to the SEC. We work closely with our clients’ in-house accountants, as well as their independent auditors, to assure consistent disclosures.
- We assist our public clients with proxy solicitations to shareholders in advance of annual or special meetings of shareholders. This includes the preparation of proxy statements and annual reports to shareholders.
- The Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010 have revolutionized and complicated corporate governance for SEC-reporting companies. We can assist these public companies in complying with the maze of regulations that have been propagated by these Acts and the federal securities laws in general.
- The issuance of stock to employees, usually in the form of stock options, restricted stock, or stock appreciation rights, is an effective way for both growing and established companies to attract key officers, directors and employees.
- We are experienced in implementing stock option and other compensation plans, and counsel our clients with respect to the compensatory and tax effects of various devices.
- We also can assist public companies in registering stock reserved under compensation plans with the SEC, as necessary.
- We are experienced in implementing compliance programs for public companies (and their officers, directors and major shareholders) with respect to insider trading and short-swing profit reporting. Because of the SEC’s enforcement in these areas, we proactively work with clients to implement preventive procedures so that potential violations are corrected before they occur, and so that all reports are timely filed.
- Public companies are often vulnerable to takeover attempts by third parties, and we can counsel our public clients regarding anti-takeover strategies. We are also experienced in the operation of various state anti-takeover statutes.
- The resale of “restricted securities” by the founders of a company and others can be difficult. We can assist our clients in the resale of these securities into the public market both through Rule 144 and, as applicable, short-form registration of such restricted securities.