We counsel our clients on the best way to meet their capital needs, including if applicable, regulatory capital requirements. We help our clients raise capital through SEC-registered and private initial and follow-on offerings of common stock, senior and subordinated debt, convertible and preferred securities, and asset-backed securitizations. Our expertise includes mutual to stock conversions and mutual holding company reorganizations, going private transactions and the issuance of employee benefit plan securities. We have acted as counsel to both issuers and underwriters in over 1,000 securities offerings raising more than $40 billion.
Our clients have said that whether it’s the initial private or public securities offering or follow-on, the process always changes their companies in ways they never imagined. We hope, for the better. Our attorneys like to work with companies in the planning stage of their projects, to help them avoid common pitfalls, select the appropriate professionals and formulate the proper timetable. We work closely with senior management during every transaction, performing the necessary due diligence, assisting in the drafting of disclosure documents, managing the working group and dealing with the Securities and Exchange Commission (and if required, the appropriate Federal banking agency or state securities regulator). Having worked on the staff of the SEC’s Division of Corporation Finance (or the staffs of the Securities divisions of the FDIC or OCC), our attorneys have excellent on-going working relationships with the SEC, federal and state bank regulators and national, regional and boutique investment banking firms to ensure your transaction is completed smoothly and efficiently. We provide answers to questions of disclosure, interpretation or policy.
We counsel our clients on corporate laws and regulations and all aspects of corporate governance and board matters, including fiduciary responsibilities, board committee charters and charter and bylaw issues, including anti-takeover provisions. We assist our public company clients with their SEC reporting obligations on Forms 10-K, 10-Q or 8-K, proxy statements, shareholder proposals, listing requirements, insider trading and reporting issues, Regulation FD matters, including how to respond to questions from analysts and shareholders, as well as other general securities law compliance matters.