Securities

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Kaplan Voekler Cunningham & Frank has a nationally recognized practice navigating businesses through the complexities of securities offerings and capital markets transactions. 

The Securities Act of 1933 laid the groundwork for federal securities registration with the Securities and Exchange Commission and related exemptions, and additional legislation, SEC rulemaking and staff guidance and state blue sky laws continue to produce a complex array of potential public and private securities offerings.

While securities offerings are often used to raise capital, the rules governing securities transactions also impact other critical, corporate transactions, including mergers and acquisitions, stock buybacks and tender offers, employee benefits and fund formation and new ventures. Our team has a deep understanding of securities offerings, their underlying legal framework and their potential application and uses.

Our Securities team represents issuer businesses, asset managers and private equity firms seeking financing, as well as investment banks, placement agents and investors. We are involved in the earliest stages of the decision-making process around securities transactions, with the goal of ensuring that clients are receiving thoughtful and creative answers to their legal questions on a cost-effective basis.

We meet issuer clients where they are in their capital lifecycle and help them build and execute an informed capital markets strategy. While some clients are ready to list on an exchange and access the publicly traded markets, we realize not every company should target traditional channels.  Our Securities team regularly advises issuers across the capital markets arena, from those considering alternative retail markets, to those migrating to or from an institutional platform and further to those listing on the New York Stock Exchange or NASDAQ.

As a matter of routine, we work on SEC registered and Regulation D exempt offerings, as well as Regulation S, Rule 144A, Rule 147, Rule 701 offerings and PIPE transactions, in both equity and debt markets.  Our engagements typically include the full suite of disclosure, transactional and governance documents that accompany securities offerings, including drafting and reviewing registration statements or private placement memoranda, underwriting and securities selling agreements, charters,  partnership agreements and bylaws, and subscription agreements, as well as handling state blue sky filings.  But we can also serve clients on an a la carte basis, and have an established record of working with other legal counsel as part of a securities project team.

In addition, we have one of the nation’s leading Regulation A practices, assisting clients from a broad range of industries in accessing mainstream capital without the burdens of full public registration and reporting. We believe rewriting Regulation A was a transformative event for small business issuers and investors. Our firm was a catalyst in the reform dialogue with the U.S. Securities and Exchange Commission and Congress, and continues to be a proud, leading advocate for capital markets access for small businesses and individual investors. 

Contact us to learn more about our securities practice and how we can best help your business meet its objectives.