Corporate Finance and Capital Market Transactions

Corporate finance and capital markets transactions are historical strengths of our firm. Our Securities attorneys work closely with company management to understand our clients’ capital needs and to structure, negotiate and document a wide range of capital market transactions, including:

  • Dividend reinvestment plans
  • Employee stock purchase plans
  • Equity-based incentive compensation plans, including option, restricted stock, restricted stock units and stock appreciation rights
  • Equity-linked securities, including trust preferred securities, phantom stock and convertible debt
  • Exchange offers
  • Going private transactions
  • IPOs
  • Mergers, acquisitions and divestitures
  • PIPE transactions
  • Primary and secondary securities offerings
  • Private equity investments
  • Rule 144A debt private placements
  • Shelf registrations
  • Stock exchange listings
  • Tender offers 

SEC Disclosure and Regulatory Compliance

We are able to provide our clients with extensive experience in meeting their responsibilities under the federal securities laws. Our Securities attorneys are experienced advisors concerning all aspects of the disclosure and compliance responsibilities of public company clients of all sizes. These services include assisting our clients with:

  • SEC periodic and current reporting requirements (e.g., Forms 10-K, 10-Q and 8-K)
  • Ongoing corporate informational disclosures, such as press releases, corporate web sites and other investor communications efforts (including compliance with SEC Regulation FD and Regulation G)
  • Financial restatements and related disclosures
  • Institutional investor relations and proxy voting service guidelines
  • Proxy solicitations and responses to shareholder proposals, including preparation of the Compensation Discussion and Analysis and related disclosures under the SEC’s revamped executive compensation disclosure rules
  • Insider trading compliance issues, including the use of blackout and pre-clearance policies, Rule 144 sales, and the design and use of Rule 10b5-1 plans
  • Section 16 reporting and compliance programs
  • Employee compensation plan design and shareholder approval issues

Corporate Governance and Exchange Listing Compliance

We are trusted advisors to officers, directors and standing or special committees of boards of directors in connection with established and emerging best practices in corporate governance. Combining a thorough knowledge of SEC regulations and stock exchange listing requirements with a broad and deep understanding of corporate governance principles and practices, Husch Blackwell attorneys assist boards in improving corporate controls and helping instill confidence in the company’s integrity among its constituencies. Examples of issues on which we provide counsel to our clients in this area include:

  • Director independence, education and recruiting matters
  • Auditor and audit committee independence issues
  • Audit committee financial expert issues
  • Development and ongoing evaluation of critical corporate governance documents, such as corporate governance guidelines, codes of ethics, charters for key board committees and disclosure controls and procedures
  • Annual board and board committee self-evaluations
  • Corporate governance scores and relations with corporate governance rating services
  • Shareholder communications with directors
  • Director and officer indemnification and insurance issues
  • Ongoing compliance with stock exchange listing requirements

Our Corporate Compliance Program also provides comprehensive guidance on how to assess operational and regulatory compliance risks and how to design effective policies and procedures to avoid corporate and personal criminal liability.