Securities

Dinsmore & Shohl LLP's Securities Law Practice Group focuses on private and public securities offerings, stock-based mergers and acquisitions, financings of emerging-growth companies and other corporate finance transactions, as well as securities law compliance counseling of private and public companies, broker/dealers and investment advisors. Our attorneys have represented domestic and foreign securities issuers, sellers and investors; established public companies and start-up or emerging-growth companies; entrepreneurs; venture capital and buyout funds; investment banks; public and private pension funds and other institutional investors; and the shareholders, directors, and officers of private and public companies.

Dinsmore & Shohl LLP’s areas of experience include:

Private Placements
An entrepreneur’s introduction to the securities laws often occurs when his or her early stage business first requires outside capital, perhaps before the business is an attractive candidate for venture capital or other institutional investors. We have advised hundreds of such businesses in the intricate capital structuring decisions this entails, as well as guiding them through the complex tangle of federal and state securities laws. Whether assisting in the negotiation of an “angel” financing or preparing a formal Private Placement Memorandum for a business seeking to raise funds in a Regulation D private placement, we have years of experience to draw upon to help our clients fund their businesses.

Venture Capital
A venture capital financing is a distinct variety of securities transaction that requires specialized knowledge and legal expertise. We represent both venture capital investors and issuers in convertible preferred stock and other financings of start-up and emerging-growth companies; securities offerings by technology-oriented companies; management and key employee equity arrangements; structuring registration rights, tag-along rights and other exit strategies; board voting and control issues; assisting in preparing private placement memoranda; and Regulation D and other state and federal securities law compliance.

Public Offerings
For many companies, the end of the development stage is marked by the initial public offering. Getting there, however, requires years of planning and careful corporate structuring. Then, when the markets are receptive, actually accomplishing the IPO may require immediate and rapid action and the undivided attention of your professional advisors, usually led by counsel. We understand IPO’s and have helped many clients through the entire process, from early structuring, pre-IPO planning, negotiating terms with the underwriters, and the IPO itself, as well as the aftermath. Of course, we are also very experienced with all manner of follow-on and secondary equity offerings as well as warrants, straight debt, convertible debt and hybrids.

EDGAR Filings
Our Securities Law group offers a full-service EDGAR filing capacity for our clients. Since the earliest pilot-project stage of the SEC’s electronic filing system in the mid-1980’s to the present time, we have invested in up-to-date software tools and staff training which enables us to manage client SEC filings from the preparation and drafting phase through the actual filing process. We can complete filings for clients ourselves, or we can assist in training our clients’ own personnel to ensure on time, glitch-free filings. When time is of the essence in a securities transaction, as it often is, our EDGAR capacity can make a real difference.

Public Company Compliance
We handle annual, quarterly and other periodic reports; proxy statements; Rule 144 transactions; Section 16 counseling and filings; insider trading policies and counseling; Section 13 filings; proxy contests; takeover defense counseling; executive employment and compensation matters; stock options and other incentive compensation; director fiduciary duty issues; disclosure, projections and other antifraud issues; and general corporate and securities law counseling of publicly traded companies and their management.

Broker/Dealer Compliance
A specialized area of securities law is the representation of broker/dealer firms. These firms must comply with a myriad of statutes, rules and regulations promulgated and administered by the SEC, the NASD, the NYSE, and SIPC. We have assisted in the establishment of new broker/dealer firms, and we have advised existing firms on the many legal compliance issues that arise on a daily basis. When necessary, we have assisted broker/dealer firms faced with SEC and NASD enforcement actions. We have also performed full-scale legal compliance audits to help firms prepare for anticipated audits by the regulators.

Investment Advisors
We represent registered investment advisors of all sizes and in all stages of development, from inception and initial registration with either the SEC or applicable state securities law regulators, through multistate expansion and advisory product innovation. With the advent of more aggressive SEC audits and enforcement, we have assisted numerous advisors in responding to the SEC and working out acceptable solutions to audit issues raised by the SEC. We also advise clients regarding the now-mandatory IARD electronic filing system for investment advisors.