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Securities Law

Shipman & Goodwin's attorneys provide practical legal advice on transactions involving significant federal and state securities law issues, such as public offerings, private placements, mergers and acquisitions, and complex financing transactions. The firm also provides legal services to securities professionals and other securities industry participants, including broker-dealers, investment advisers, commodity trading advisor and transfer agents.

Our clients include emerging companies, middle market companies, public companies (e.g., high tech companies, alternative energy companies, manufacturers and utilities), banks, specialty finance companies, investment funds, municipalities and underwriters.

We regularly provide advice and counsel to our clients in the following areas:

  • Private placements of common and preferred equity securities, warrants and options, various "hybrid" equity/debt securities, and convertible and exchangeable debt securities, initial public offerings, follow-on offerings, secondary offerings, and PIPE transactions
  • SEC filings, including Forms 10-K, 10-Q and 8-K, Forms 3, 4, and 5 under Section 16, Schedules 13D and 13G and proxy statements, and processing SEC comments and inquiries regarding these and other filings
  • The challenges of dealing with public shareholders, including preparation and review of press releases, insider trading issues, anti-takeover measures, proxy solicitations, including assistance in the preparation for annual meetings, tender offers and similar matters
  • Stock-based executive compensation plans, dividend reinvestment plans, employee stock purchase plans, ESOPs and S-8 filings
  • Fund formation and portfolio investing
  • Regulation FD compliance
  • Stock for stock exchanges and mergers and related S-4 filings
  • Regulation S for international offerings, Rule 144A for qualified institutional buyers, and Rules 144 and 145 for secondary market trading
  • State securities law/"blue sky" issues

We are committed to providing quick, practical, cost-efficient service to our clients needing securities law counseling. We work closely with firm's business and finance, corporate trust, public finance and business litigation practices as well as with our data privacy and security client team to provide the full range of experience and knowledge required by our clients.

Publications

November 4, 2015  The SEC's Final Crowdfunding Rules: Still May Not Be a Crowd Pleaser
October 1, 2015  Status of the EB-5 Regional Center Program
August 1, 2013  SEC Adopts Final Rules on Amendments to Rule 506 Private Placement Exemption
May 31, 2012  U.S. Department of Commerce Filing Requirements for Private Fund Managers
January 25, 2012  Crowdfunding and Other Recent Capital-Raising Initiatives for Startup Companies
January 20, 2012  Connecticut Hedge Funds Targeted In Insider Trading Probes
November 28, 2011   Firms Fuel Jobs Effort
August 4, 2011  Impact of Final Dodd-Frank Rules on the Regulation of Federal and Connecticut Investment Advisers
March 17, 2011  The New Era of Regulation: Registration Requirements for Investment Advisers Under the Dodd-Frank Act
February 25, 2011  SEC Adopts New Part 2 of Form ADV: Disclosure Requirements for SEC and Connecticut Registered Investment Advisers
August 17, 2010  The New Era of Regulation Under the Dodd-Frank Act: A Compliance Guide for Investment Advisers and Private Investment Funds
August 5, 2010  SEC Adopts Prohibitions Against Investment Adviser Pay-To-Play Practices
April 15, 2010  SEC Provides Guidance on Amended Custody Rules
February 9, 2010  Amendments to the Custody Rule: New Controls on Custody of Client Assets
November 16, 2009  A Cautionary Tale For Investors
August 17, 2009  SEC Proposes Prohibitions Against Investment Adviser Pay-to-Play Practices
June 12, 2009  Connecticut Hedge Fund Regulation Dies at the End of the 2009 Session
June 3, 2009  Bill Requiring Hedge Fund Managers to Disclose “Material Conflicts of Interest” Passes Connecticut State Senate
First Quarter 2007  Hedge Fund Regulation Redux
Third Quarter 2006  SEC Regulation of Hedge Fund Advisers Struck Down
Second Quarter 2006  SEC Rejects Small Company Exemption from Section 404 Internal Control Requirements
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