About

The Steptoe & Johnson Securities Law team assists clients in a wide range of complex public and private securities transactions, including venture funding, private placements, mergers and acquisitions, hostile and friendly tender offers, going private transactions, financial services securities matters, and equity, debt, and working interest offerings for public and private companies. Team attorneys apply their knowledge of securities laws and financing trends to assist clients in completing these transactions in a cost-effective and timely manner.

Team attorneys also advise clients on securities issues specific to public companies and assist with preparing and filing registration statements, proxy statements, annual, quarterly and current reports and other SEC filings, as well as private placement memoranda and related private offering materials.

HOW WE HAVE HELPED

Securities Regulation

  • Securities and Exchange Commission (SEC) reporting and compliance
  • Proxy matters, mergers and acquisitions, securities enforcement actions, and employee benefit plans

Private Placement & Other Exempt Offerings

  • Regularly represent issuers and investors in private placements and other exempt offerings of equity and debt securities
  • Advise prospective issuers of appropriate sources of capital and proper utilization of private placement or other exemptions from federal and state registration requirements

SEC Reporting, Blue Sky, Other Compliance

  • Counsel clients on their ongoing reporting and compliance obligations under the securities laws, including preparing and filing reports with the SEC
  • Advise growing companies on available options for raising capital from public and private markets and on all elements of compliance

Advising Boards of Directors & Company Management

  • Counsel clients in connection with mergers and acquisitions and other transactions involving registered and exempt offerings of securities
  • Counsel boards of directors on the proper discharge of their fiduciary responsibilities

Litigation & Enforcement

  • Litigate on behalf and in defense of clients regarding securities claims
  • Counsel and assist clients in managing SEC and state security investigations
  • Advise clients on responding to Grand Jury and administrative subpoenas for documents and/or witness testimony
REPRESENTATIVE EXPERIENCE
  • $50M equity investment in U.S. projects from Netherlands-based venture capital firm
  • $12M Series A equity investment by venture capital funds in technology development company including negotiation of terms of investment
  • $27M private placement for natural gas drilling program
  • Responsible for SEC filings (10-Q, 10-K, etc.), proxy statement and proxy solicitation, Section 16 reporting, and providing general advice related to day-to-day securities issues of a publicly-traded company
  • Represented clients in reformulating the arbitrage and rebate regulations and regulations dealing with the reissuance of debt obligations
  • Provided legal advice and counsel in connection with several lease and loan portfolio sales, including a $500M sale of a line-of-business equipment finance portfolio
  • Served as bond counsel for a regional hospital facility for a private placement, tax exempt 501(c)(3) bond financing of capital improvements to the hospital facility, the acquisition of equipment, and refinancing outstanding debt
  • Experienced in transaction structuring, preparation of all financing documentation, and bond closing representation
  • Represented a municipal utility in the sale of a combined public waterworks and sewage system to a private utility; work included sale term negotiation, documentation, public hearings, election process and closing
  • Acted as securities counsel for a public oil and gas company, drafting and filing its ’34 Act reports
  • Represented client in procuring debt and equity financing for the construction of a multi-million dollar facility
  • Represented client in the land acquisition and bond financing for the construction of a multi-million dollar steel factory
  • Advised funds on total return swaps on debt and equity instruments
  • Represented funds, pension plans and endowments in connection with securities lending agreements which permit institutions with large portfolios of securities to lend their securities to securities dealers in return for a fee
  • Advised clients on call spread transactions (a type of equity derivative product) embedded in convertible debt (used to reduce the effective dilution of the convertible debt offering)
  • Advised entities on security-based swap (SBS) rules promulgated under the Dodd-Frank Act which subject parties to SBS transactions to various SEC reporting, record-keeping and registration requirements
  • Provided advice to exempt reporting advisers (including hedge funds and private equity funds) who have less than $150 million of assets under management