Overview
Carlton Fields' securities law practice advises clients on the full range of public and private financings, including private and public offerings, mergers and acquisitions, ongoing compliance with disclosure and reporting obligations, and corporate governance. Our team, which includes former SEC officials, advises on federal securities laws, SEC regulations, blue sky laws, and stock exchange and FINRA rules. We monitor and keep clients apprised of developments, evolving trends, and best practices to stay ahead of compliance issues.
We represent issuers, private equity investors, and investment banks in private capital raising and public offerings, including private placements, high-yield and investment-grade debt offerings, and tender offers. Our team also counsels clients through various forms of equity offerings, including follow-on offerings, at-the-market offerings, registered direct offerings, PIPEs, and Rule 144A and Regulation S offerings.
Our attorneys guide publicly traded clients through their continuous reporting obligations before the SEC and stock exchanges, including periodic SEC disclosures on Forms 10-K, 10-Q, 8-K, 20-F, and 6-K; proxy and information statements; annual and special meetings of stockholders; executive compensation and related disclosures; disclosure and internal controls and other Sarbanes-Oxley Act compliance; and Regulation FD and investor relations matters. We also handle beneficial ownership (Schedule 13D/G) and short-swing profit (Forms 3, 4, and 5) reporting and compliance, draft no-action and exemptive letter requests to the SEC staff, assist with auditor independence issues and other accounting-related questions, and advise on board of directors and committee compliance matters. In addition, we develop and draft insider trading policies, guidelines for Rule 10b5-1 plans, related-party transactions policies, and other policies and procedures, and help clients comply with them.
We counsel hedge fund managers and other private fund sponsors on formation and operation, from partnership and subscription agreements and offering documents to registration exemptions and ongoing SEC reporting. Our team also advises broker-dealers and investment advisers on formation, registration, FINRA membership, and day-to-day compliance, including supervision, books and records, compensation rules, and privacy.
