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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.

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