Securities

Practical investment counsel whether you’re starting up or going dark.

Money moves markets and structured finance is a key driver. Whether the market in which you compete is local, national, or international, Howard & Howard’s securities practice has the attorneys, resources, scalability, and practical experience to meet and address your specific legal needs.

From private placement offerings to compliance with Securities and Exchange Commission regulations to litigation, we provide the full spectrum of securities representation to stakeholders that include:

• Public and private companies
• Startups of all life cycles (seed-stage through later-round)
• Family offices
• Corporate, institutional, and government issuers
• Underwriters
• Venture capital firms
• Private equity managers
• Hedge fund operators
• Investment advisors
• Broker-dealers
• Commodity trading advisors and pool operators
• Introducing brokers and futures commission merchants
• Debt financing providers

Howard & Howard’s competencies in capital market transactions are strong, spanning a wide range of SEC-registered and exempt debt, convertible debt, equity, and SAFE offerings, such as: 

• Private placements including Regulation A, D, and S offerings
• Initial public offerings
• Primary, secondary, and follow-on offerings
• Rated and high-yield debt
• Shelf registrations
• Stock exchange listings
• JOBS Act compliance
• Securitization instruments

Clients count on our securities attorneys to ensure their compliance with onerous and continually changing requirements imposed by the SEC, stock exchanges, and various other federal and state regulators. We work closely with clients to satisfy reporting, registration, and corporate governance obligations, involving:

• SEC periodic 1934 Act reporting (Forms 10-K, 10-Q, 8-K, Section 16, and Section 13 filings)
• Tender and exchange offers
• Proxy statements and solicitations
• Net capital compliance
• Sarbanes-Oxley and Dodd-Frank compliance
• Investor relations programs
• Investigations and audit committees
• Board of directors and board committee responsibilities
• Director independence determinations
• Trading market compliance
• Insider trading prevention
• Rule 144 compliance
• Sale of affiliate and other restricted securities
• Anti-money laundering compliance
• Disclosures by commodity trading advisors and commodity pool operators
• Preparation of manuals
• Customer documents and agreements

When securities litigation and regulatory investigations loom, our attorneys seek to resolve disputes as efficiently as possible through negotiation, arbitration, and private facilitation. However, we are just as adept in the courtroom defending our clients’ interests. We have successfully represented clients in:

• SEC, DOJ, CFTC, FINRA, and PCAOB enforcement proceedings
• State securities and insurance commission investigations
• CME and NFA Business Conduct Committee proceedings
• Investor lawsuits and private civil litigation including class actions
• White-collar criminal cases
• Securities and commodity futures arbitrations and litigation

Securities matters are frequently intertwined with other legal risks and business opportunities. Because of Howard & Howard’s cross-functional, multidisciplinary culture, our securities lawyers have a wide breadth of experience and are able, as necessary, to consult colleagues around the firm skilled in bankruptcy, mergers and acquisitions, employee benefits, intellectual property, real estate, and other areas.

In the end, your bottom line is our bottom line. From microlending to the most complex capital funding transactions, we embrace your goals as our own and help you achieve them.