Perhaps now, more than at any other time in recent history, investors, consumers and regulators are putting the word “public” back in public companies. As accounting scandals, corporate-governance failures and insider trading practices seem to have become part of the daily headlines, demands for greater responsibility, disclosure and accountability have also been on the rise. These calls for reform have become part of the informal chatter on the airwaves and have been formalized in strict new legislation and regulation at the federal and state level.
In this environment of increased scrutiny, corporate leaders and finance officers are facing some of the most challenging decisions they have had to make in years. The Corporate Finance/Securities Team at Quarles & Brady LLP has both the detailed legal, regulatory and industry knowledge and the broad practical experience that clients need to make sound choices.
Knowledge and experience are fundamental requirements for providing effective legal counsel. As a group, our attorneys have extensive experience in corporate and securities matters; as individuals, we have in-depth knowledge of corporate law and complex securities laws and regulations.
However, excellent legal counsel takes something more — the very attributes that take Quarles & Brady to a higher level:
Practical. Our attorneys work with clients to develop and implement practical legal solutions that meet real-world objectives. This intelligent approach helps clients make sound business decisions without incurring unnecessary risk or wheel spinning on theory.
Creative. Practicality need not stifle innovation. Rather, just as a poet often creates a work of art within strict limitations and rules, our attorneys take a fresh approach to each client matter. What’s more, we understand that the boundaries between legal disciplines are often somewhat artificial. As client needs extend into other areas of law, we regularly tap into the knowledge of attorneys throughout our Firm.
Responsive. We understand that legal services are, in the first place, services. Given the time-sensitive nature of corporate finance/securities matters, we ensure open, clear lines of communication and respond to client inquiries in a timely manner.
Ethical. Bold moves need not skate close to the edge of appropriate corporate conduct. We help clients develop solutions that meet strategic goals by upholding best ethical practices.
Proactive. Issues become problems if left unattended; opportunities become regrets if gone unrecognized. As we address client matters, we also keep an eye on the horizon, seeking to maximize possibilities while minimizing risks.Our Services
The Corporate Finance/Securities Team provides legal counsel to issuers, underwriters, buyers and sellers in the full range of corporate financing transactions, business combinations, and regulatory compliance, including:
- Corporate governance, including compliance advice under state and federal laws (such as the Sarbanes-Oxley Act of 2002), and regulatory (SEC/NYSE/NASDAQ) advice to directors regarding fiduciary duties.
- Mutual fund transactions and activities, including regulatory approvals, Blue Sky compliance and fund operation.
- Public offerings of equity, debt and hybrid securities in IPOs, subsequent offerings, and offerings under shelf registration statements.
- Employee stock plans, including the creation, SEC registration and operation of employee and director compensation plans involving employer stock.
- Exempt offerings, including exemptions from registration and preparation of disclosure documents in private placements, and Rule 144A offerings.
- Mergers, acquisitions and divestitures (in conjunction with our Mergers and Acquisitions Team).
- Proxy solicitations, including proxy regulation, compliance and assistance in proxy contests.
- Insider transactions, including restricted securities, Section 16 reporting, and avoidance of short-swing trading and Rule 10b-5 liability and other regulatory compliance.
- Takeovers, including offense, defense and SEC regulation.
- SEC reporting and advice regarding disclosure obligations in formal and informal disclosure.
- Representation of Brokers/Dealers and Investment Advisors, including organization, licensing, regulatory compliance and administration.
Our clients, diverse as our services, include:
- Fortune 500 Companies.
- Public Companies in varying sectors and industries.
- Banks, Savings and Loans.
- Public Utilities and Holding Companies.
- Privately Held Businesses.
- Investment Bankers.
- Venture Capitalists.
- Private Equity Funds.
- Finance Companies.
- Mutual Funds.
- Investment Advisors.
For more information about how our Corporate Finance/Securities Team of talented attorneys can help your company achieve your objectives and improve regulatory compliance, please contact Steven P. Emerick at (602) 230-5517 /
or speak with your local Quarles & Brady attorney.