Our experience with securities registration includes matters ranging from stock option plans to dividend reinvestment plans. Well versed with SEC Rules 144 and 145, we frequently deal with the resale of unregistered stock by executives, and the impact of the securities laws on merger transactions. Our attorneys had Wall Street law firm experience prior to joining Norris McLaughlin, P.A. In addition, one of our Members has served as the ABA Liaison to the NJ Bureau of Securities for 39 years and co-authored the 1996 revisions to the NJ Uniform Securities Act while serving a six-year term as Chair of the NJ Attorney General-appointed Securities Advisory Committee to the NJ Bureau.

Our attorneys regularly represent companies seeking to raise capital by selling securities (stock, debt, and sometimes convertible debt) in both private placements and in public offerings.  We work with the issuer’s auditors and, in public offerings (and sometimes in private offerings), with underwriters or placement agents.  During these financings, we work to ensure proper compliance with the disclosure and, if applicable, registration requirements of the SEC and of the securities regulators of the several states that may be implicated by an offering.  As part of these activities, we have considerable familiarity with professional accounting standards.

We also serve as both bond counsel and issuer’s counsel in connection with municipal securities offering, including those involving conduit issuers.  We are familiar with the requirements for continuing disclosure and the need to make timely filings with EMMA.

Our securities law attorneys assist public companies with meeting their periodic disclosure requirements under the Securities Exchange Act of 1934, as amended.  We also advise both public and private companies and individuals concerning the ability to lawfully resell unregistered securities, including under Rule 144.  Frequently we are involved with shareholder meetings, including aiding in the drafting of proxy statements and advising management when proxy contests are threatened or initiated.  

We counsel public companies concerning defenses to unsolicited takeovers, including structuring staggered boards, creating special voting requirements, and drafting so-called “poison pills,” which can dramatically shift the ownership of shares.  We also help companies and/or executives in designing compensation plans, including stock option plans and Rule 10b-5 purchase/sale plans.  We have designed dividend reinvestment and related stock purchase plans for public companies.

We represent registered investment advisers, those registered with the SEC and those smaller RIA’s that are only registered with State securities administers.  We also represent registered industry professionals concerning both their registered status and advising them on compliance and enforcement matters.