Securities

Munck Wilson Mandala attorneys regularly advise clients on the complex legal issues relating to securities, corporate finance and raising capital. We have experience representing companies in private placements and public offerings of equity, debt, direct participation, and hybrid securities. Our attorneys have counseled clients at all stages of the financing process, from “friends and family” and seed funding, through angel and venture capital rounds, to IPOs and follow-on public offerings. We guide our clients through all aspects of the capital-raising process, from initial planning and deal structure to documentation and due diligence, to negotiation with placement agents and underwriters, to compliance with federal and state securities laws. We also are well-versed in stock exchange listings, shelf registration statements, PIPE transactions, reverse mergers, rights offerings, and Rule 144A and Regulation S offerings. Our attorneys also have extensive experience assisting companies with securities law reporting and compliance matters and regularly interface with representatives of the SEC regarding their filings and disclosure obligations.

We regularly provide counseling on the preparation and filing of annual, quarterly, and current reports, proxy and information statements and beneficial ownership reports on Forms 13D and 13G. We aid clients in their compliance with federal and state tender offer regulations and advise clients in connection with sales of restricted and control securities under Rule 144 and the insider stock reporting requirements and insider stock trading prohibitions in Section 16 of the Securities Exchange Act of 1934.

We work closely with our clients in the design and disclosure of employee stock option and stock purchase plans, and on the development of other performance and incentive-based compensation arrangements. We have counseled numerous public companies on disclosure issues, including press releases, disclosures to analysts and Regulation FD and Regulation G compliance. Our attorneys have experience advising broker-dealers and investment advisers on aspects of financial markets regulation. We work closely with clients to ensure compliance with the requirements of the Securities and Exchange Commission (SEC) and securities industry self-regulatory organizations.

Our attorneys also have experience counseling broker-dealers and investment advisers on entity formation, registration, and regulatory examinations as well as representation in enforcement and disciplinary proceedings. Our attorneys also provide regulatory guidance with respect to ongoing operations and legal assistance with the purchase, sale or merger of registered broker-dealers and investment advisers.