|Filacchione regularly advises clients in the domestic
and international securities markets, including issuers, institutional
and individual investors, investment bankers, broker-dealers, investment
advisers and transfer agents. Our role is to assist our clients in raising
or investing capital and achieving their business goals, while assuring
compliance with often complex regulatory requirements.
Public Offerings. We have acted as issuer's counsel for initial and secondary public offerings of equity and debt, including offerings in connection with mergers and employee benefit plans, rights offerings and shelf registrations. For companies contemplating an IPO, we use our corporate and commercial expertise, as well as our securities experience, to help prepare for the capital raising process and business as a public company. We review and modify, as necessary, the company's capital structure, key compensation arrangements, employee incentives and organizational documents and discuss with company founders and executives the various tax and other considerations that may be raised by going public.
We assist public companies with their periodic reporting and disclosure obligations and in dealing with shareholder relations and insider trading compliance. We structure and document employee stock option, stock purchase and other incentive plans and prepare the proxy materials necessary to obtain shareholder approval of such plans.
We have represented public issuers in the security, electronics, apparel, media, travel, financial search and retail industries, among others.
Private Placements and Exempt Offerings. We have acted for issuers, placement agents and investors in numerous private and exempt offerings of common and preferred equity and debt, both domestic and international. We help our clients prepare all offering materials, comply with national securities law requirements and establish an appropriate capital and tax structure.
Hedge Funds. Much of our private placement practice has involved the formation and syndication of domestic and off-shore investment limited partnerships and hedge funds. With one of our clients, we developed a family of these funds to invest in foreign debt instruments, international equities, high-yield bonds, undervalued equities and special situations, and in the process streamlined the documentation and administration of these ventures.
Broker-Dealers and Investment Advisers. Our clients include a number of brokerage and asset management firms which we advise on a variety of regulatory matters, including net capital, trading and settlement, employee supervision, continuing education, periodic reporting and other compliance issues.
Transfer Agents. We can assist associations of transfer agents and are familiar with all aspects of securities transfers and issues relating to security owner record keeping and communications.