Securities

The securities law attorneys at Seyfarth Shaw represent clients in a wide variety of routine and complex securities (primarily related to public company representation) matters, including initial and follow-on public offerings (both of debt and equity), and periodic and other filings with the Securities and Exchange Commission (SEC), private placements and related disclosure issues. Our attorneys have extensive experience with the Securities Act of 1933, the Securities Exchange Act of 1934, and other federal and state securities laws, as well as with the rules of the NYSE Euronext (NYX) and the NASDAQ Stock Market.

We provide our clients with advice and counsel related to ongoing compliance with applicable securities laws, including the Sarbanes-Oxley Act of 2002 which imposed a host of new and expanded disclosure requirements, corporate governance requirements, and regulations regarding a company’s relationship with its independent auditors. We also advise and assist clients with corporate reporting and publicity, proxy statements, registration statements, stock ownership and transfers, NYX and NASDAQ listing standards compliance, and the design and preparation of a broad variety of employee compensation plans, including stock option, restricted stock and pension plans.

Our practice also includes advising boards, board committees and executive officers regarding:

• Governance and compliance issues, including preparation and review of committee charters, codes of conduct and other corporate programs, policies and procedures
• Public company mergers and acquisitions transactions and the related filings with the SEC
• Executive compensation and severance agreements and plans
• Key issues for compensation and audit committees with respect to SEC, NYX and NASDAQ rules
• Corporate governance-related disclosure requirements, self-evaluation systems, director and officer fiduciary duties and responsibilities
• Takeover readiness measures
• Internal investigations, including acting as special counsel to Boards of Directors and related special committees

Seyfarth Shaw also has an active practice in investment management with a focus on advising registered investment companies, hedge funds and other clients with respect to the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Please refer to our investment management practice page for more information.