Securities

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.

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

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

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

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.

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.