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Our attorneys bring substantial experience to federal and state securities law matters. We’ll help you successfully navigate mergers and acquisitions, corporate finance, investment management and financial services, regulatory compliance, corporate governance, and executive compensation.

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Trusted Counsel for Your Business Needs

Our securities practice regularly represents a broad range of companies in matters involving federal and state securities laws, mergers and acquisitions, corporate finance, investment management and financial services, regulatory compliance, corporate governance and executive compensation.

Scrutiny of publicly held companies and the risk of civil lawsuits and regulatory investigations have never been higher. For years, Godfrey & Kahn has regularly represented clients in complex securities litigation including:

  • Defending companies and their directors and officers in shareholder class actions and other federal and state securities law disputes
  • Representing corporations in civil lawsuits alleging securities fraud arising from business failures, failed private placements, and unsuccessful stock offerings
  • Defending targets and representing witnesses in regulatory enforcement actions

Our securities attorneys have a broad range of experience and are skilled in:

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Mergers & Acquisitions

Our corporate and securities attorneys have an outstanding reputation throughout the Midwest as knowledgeable and capable transactional advisors. We have substantial experience in advising companies and their management, investment bankers and lenders on the legal, business, and financial issues relating to a variety of transactions including:

  • acquisitions (stock and asset purchases)
  • divestitures and spinoffs
  • strategic mergers and other types of corporate restructurings
  • joint ventures
  • leveraged and management buyouts

In advising clients on business transactions, we conduct due diligence and negotiate letters of intent, prepare and negotiate definitive acquisition agreements, and help arrange financing.

In addition, we regularly advise boards of directors and management on their fiduciary duties to shareholders, employees, and other constituencies in a variety of contexts, including contests for corporate control.

Corporate Finance

We represent a variety of companies and underwriters in sophisticated equity, debt and hybrid securities offerings, including

  • initial public offerings (IPOs)
  • public and private offerings
  • Rule 144A offerings
  • Regulation S (offshore) offerings
  • capital securities for financial institutions
  • medium-term note programs (MTNs)
  • bank note programs
  • hedge fund and venture capital placements
Investment Management & Financial Services

We represent numerous national and international investment funds, including mutual funds (and/or their independent directors), hedge funds, venture capital funds, and investment partnerships. We also represent numerous sponsors of investment products, including investment advisors, broker-dealers, banks, and trust companies.

We provide our clients with assistance in all aspects of:

  • investment product formation and offerings
  • mutual fund independent director representation
  • mergers and acquisitions of mutual funds, investment advisors, and broker-dealers
  • Securities and Exchange Commission (SEC), state, and FINRA examinations
  • ongoing regulatory compliance and advice
Regulatory Compliance

We assist boards of directors, management, and significant shareholders in purchasing and selling securities of their companies in compliance with securities and tax regulations. We also assist companies with their obligations under federal securities laws, including reporting requirements of the Securities and Exchange Commission (proxy statements, annual and quarterly reports), and the requirements of stock exchanges.

In addition, we assist boards of directors and management in planning for and responding to unforeseen and unexpected events by:

  • assisting in the determination of the materiality of such events
  • advising boards of directors of their obligations under the securities laws to provide disclosure about material events
  • assisting boards of directors in identifying key risk factors facing their companies
  • providing assistance to companies in performing periodic reviews of internal controls and compliance policies
Corporate Governance

Members of our corporate practice and securities practice regularly advise boards of directors and management on corporate governance and related matters.

Our attorneys offer a high degree of experience and knowledge in handling matters related to corporate governance, including advising our clients regarding the composition and operation of boards of directors and their committees, fiduciary duties of directors, disclosure requirements, and executive compensation.

In particular, our publicly held clients value our guidance in interpreting and complying with the complex legal framework imposed by federal and state securities laws, including the Sarbanes-Oxley Act, the regulatory requirements of the Securities and Exchange Commission, and stock exchange listing rules.

Executive Compensation

We have significant experience representing executives of public and large private companies. Our representation covers a broad range of issues, including representing executives in negotiations with their board of directors or compensation committee, structuring stock ownership, and means for providing liquidity, tax minimization, and estate planning.

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Defending Complex Securities Litigation

Our attorneys regularly defend companies across sectors in securities litigation, from class actions and securities fraud disputes to civil lawsuits alleging securities fraud. Our experience includes:

  • Journal Communications – Defended putative class actions against the company and its directors claiming breaches of fiduciary duties and violations of federal securities laws in connection with the merger of two media companies. Plaintiff’s motions to enjoin the sale and for expedited discovery were denied, and the complaints in both cases were dismissed.
  • Straka – Defended putative class action of former CFO in securities action against CIB Marine Bancshares, Inc., its directors and several officers for securities fraud and for indirect, control person liability. Motion to transfer case from Central Illinois to the Eastern District of Wisconsin was granted. Motion to dismiss securities fraud claim against client and all but one of the individual defendants was granted. Case was settled.
  • Heartland Advisors, Inc. – Defended client who SEC claimed was alleged "tipee" of an insider of corporate defendant. Client was dismissed on motion for summary judgment.
  • Shopko – Defended consolidated, putative class actions for securities fraud. Motion to dismiss was granted in part, denied in part. Case was settled.
  • Coats v. Viaticals of America – Defended successor to bank charged with securities fraud under California state law in connection with others' sales of viatical settlement contracts. Client was dismissed on demurrer.
  • Cumulus Media – Defended 11 class actions against the company and its officers arising from earnings restatement. Cases were all settled.
  • Kohler Co. – Represented a mutual fund in a federal court breach of fiduciary duty suit arising out of a squeeze-out merger. Also represented 101 dissenters, including two mutual funds and several investment trusts, in related state court appraisal actions. Cases were both settled.
  • Value Merchants – Defended the company in class action for securities fraud brought against it and two of its executive officers. Case was dismissed.

We’re Honored to be Honored

We are honored by awards that reflect our vision for our work. Work-product awards like Best Law Firms and top tier rankings by Chambers USA and Benchmark Litigation help us attract and keep quality talent who are often recognized as Best Lawyers. Our people help us attract clients and build a team-oriented culture that's led to Top Workplace awards year after year.

Best Lawyers Best Law Firm 2023 Award Logo from US News & World Report

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