Jones Waldo has an outstanding Securities Practice Group, with in-depth experience in representing both large and small companies, as well as investors, in connection with mostly private securities offerings and in complying with the rules of both the Securities and Exchange Commission (“SEC”) and the applicable laws of the various states. 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.

Private Securities Offerings 

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.

Periodic Reports to the SEC 

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.

Proxy Statements and Annual Reports to Shareholders 

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.

Corporate Governance

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.

Stock Option and Other Stock Compensation Plans 

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.

Insider Trading and Short-Swing Profit Compliance 

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.

Anti-Takeover Strategies and Laws 

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.

Rule 144 Transactions 

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.