Securities and Capital Markets Law

Well Versed in Federal and State Requirements

At Phillips Lytle, we advise our capital markets and securities clients on the requirements of federal and state securities laws, as well as the application of those laws to domestic and international securities transactions.

This experience extends to representing clients in initial public offerings, secondary offerings, registered debt offerings and other public and private securities issuances, as well as in corporate transactions that are affected by the requirements of securities laws.

Guidance for Securities and Capital Markets Clients

Our Securities and Capital Markets Practice Team provides advice on an array of securities law issues for our clients. Our experience includes all aspects of securities regulation, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and blue sky laws. Some examples of the services we provide include:

• Complying with registration and disclosure requirements of federal securities laws in connection with securities offerings, as well as assisting with related stock exchange listing requirements and any arrangements with underwriters
• Structuring securities transactions in venture capital relationships, mergers and acquisitions and other contexts to comply with “private placement” and other exemptions from registration under state and federal securities laws
• Assisting publicly held companies with an array of disclosure and compliance issues they face, including:
  • Public reporting under the Securities Exchange Act of 1934
  • Corporate governance matters, including stock exchange requirements, implementing emerging best practices and complying with the Sarbanes-Oxley Act of 2002
  • Insider trading and Section 16 ownership reporting
  • Shareholder meetings and other shareholder relations issues, including proxy statements and proxy solicitations
• Advising with respect to voting policies and pronouncements of proxy advisory services
• Preparing stock option plans, securities-based employee benefit plans, warrants and other derivative securities, and advising clients on issues as related to those plans and securities
• Assisting clients with securities regulations and the requirements of the Investment Company Act of 1940, and qualifying for various exemptions from it
• Addressing broker-dealer and investment-advisor registration and compliance issues