Practice Areas

Securities Offerings

Our role in public and private securities offerings has included providing advice as to the structure of the offering and the terms of the equity or debt securities offered, preparation of all disclosure and offering documentation, and preparation of all filings required under applicable state and federal securities law. We also provide the tax and other legal opinions required by the rules and regulations of the Securities and Exchange Commission, and legal opinions that companies are required to deliver under the terms of underwriting agreements and merger agreements.

We have represented issuers of securities in a wide range of businesses, such as biomedical products, health services, financial services, real estate, and food and agriculture. We have experience in the offering of real estate related securities such as limited partnership and limited liability company interests, mortgage participations and pools, and shared appreciation notes.

Another aspect of our securities practice is representing investors in venture capital financings and other acquisitions of privately placed securities, and in the subsequent resale of the acquired securities, either through registration with the Securities and Exchange Commission or through Rule 144 sales.

Our firm provides advice and assistance to securities broker-dealers and investment advisers in connection with SEC and state registration and regulatory compliance. We also advise broker-dealers and investment advisers in the preparation of customer agreements and disclosure documents and in connection with disputes that may arise with customers.


Public Offerings
Private Placements
Mergers and Acquisitions
1934 Act Reporting
Sections 13 and 16 Compliance
Analysis of and Compliance with State "Blue-Sky" Laws and Regulations
Preparation of Proxy Statements

Our Attorneys That Will Assist You:

Charles M. Thompson
Philip H. Welch IV
Richard S. Soroko
Timothy S. Galusha