Witherspoon Kelley represents public and private clients in all types of securities offerings. We handle public offerings of debt and equity securities that are registered with the Securities Exchange Commission under the Securities Act of 1933. Witherspoon Kelley also represents clients in private offerings of securities that are sold in accordance with applicable exemptions from the Securities Exchange Act of 1933.
We regularly assist clients in meeting their securities law compliance obligations under the Securities Exchange Act of 1934. Many of our clients offer equity incentive programs to their employees and directors. We assist clients in the preparation of various types of equity incentive plans. We also assist clients in the registration of the securities to be issued pursuant to such plans. Lawyers with Witherspoon Kelley regularly attend board meetings and otherwise counsel members of senior management and boards of directors on corporate governance issues, directors’ duties, internal corporate affairs, audit issues, securities law compliance, and disclosure issues.
Areas of Emphasis:
Advising on monitoring and reporting of stock trading
Communication with the Securities Exchange Commission regarding disclosure, accounting and other issues
Dividend investment plans
Equity incentive plans
Mergers and acquisitions
Negotiating terms of underwriting and other agreements related to offerings
Preparation and filing of annual reports, quarterly reports and other periodic reports (forms 10-K, 10-Q and 8-K)
Preparation and filing of Proxy Statements and other shareholder materials
Preparation of private offering memoranda and investor subscription agreements
Public and private equity and debt offerings
Stock repurchase plans
Venture capital transactions