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Securities

The attorneys in the Securities Practice Area counsel clients in all aspects of federal and state securities laws and regulations. We assist clients in the raising of capital in the private and public markets, including the preparation of private offering documents and prospectuses required in connection with the private and public sale of securities. In addition, we advise clients regarding ongoing compliance with the rules of the Securities and Exchange Commission, including compliance with the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as state securities bureaus and stock exchanges. This includes the preparation and review of periodic reports required to be filed by public companies, such as forms 10-K, 10-Q and 8-K. We also assist clients in the preparation of proxy materials for shareholder meetings and, in that capacity, provide clients guidance on the disclosure of executive officer and director compensation and corporate governance.

Our attorneys are experienced in working within the extensive body of laws and regulations governing complex corporate and securities transactions. Our goal is to assure that our clients are in compliance with these laws both in connection with a particular transaction and on an ongoing basis.

We are qualified to provide a broad, diversified range of legal services to the publicly and privately held business client. These services include assisting the client on the following types of matters:

  • Initial and secondary public offerings of equity and debt securities, including offerings underwritten by major investment banking firms.
  • Private offerings of equity and debt securities, including venture capital financings.
  • Mergers and acquisitions involving the issuance of registered or unregistered securities, including reverse mergers into public companies.
  • Resales of unregistered securities pursuant to Securities Act Rule 144.
  • Listing of securities on stock exchanges.
  • Preparation and filing of no action letter requests with the Securities and Exchange Commission.
  • Preparation and filing of Forms 3, 4 and 5 with the Securities and Exchange Commission.
  • Implementation of anti-takeover measures.
  • The solicitation of proxies in connection with annual and special meetings of shareholders relating to the election of directors and/or action upon merger and acquisition transactions.
  • Compliance with the reporting and other requirements of the federal and state securities laws and stock exchanges.

Doing business in this era is challenging regardless of whether the client is an established public company or a privately held business looking to raise capital through the issuance of securities or otherwise access the public markets. Our attorneys are prepared to work with business organizations of all types and sizes, regardless of the industry in which they compete, or where they are located. We often work around the clock to meet a client's goals.

Giordano, Halleran & Ciesla, P.C. | Middletown, NJ | Trenton, NJ | www.ghclaw.com | 1-800-842-1LAW