Securities Regulation

The attorneys of Cohen & Grigsby have experience in many areas of securities regulation, including registered public offerings, private placement and other exempt offerings, Securities and Exchange Commission (SEC) reporting and compliance, proxy matters, mergers and acquisitions, holding company reorganizations, tender offers and employee benefit plans, and broker/dealers.

• A provider of reengineering solutions for legacy computer systems in its initial and secondary public offerings of common stock
• A provider of information technology professional services to large and mid-sized organizations in its initial public offering of common stock
• A music retailer in its initial public offering of common stock
• A Canadian corporation in a cross-border rights offering registered with both the SEC and Canadian Securities Commission
• A medical devices manufacturer in its initial underwritten public offering of common stock
• A mill service and processing company in its proposed initial public offering of common stock
• An automobile finance company in its proposed initial public offering of common stock
• A medium-sized bank holding company in connection with a shelf registration of short-term subordinated debt instruments
• A medium-sized bank holding company in its underwritten public offerings of preferred stock and subordinated debentures
• A hospital and surgical supply distributor in its proposed initial public offering of common stock.

Our attorneys are experienced in working productively and collaboratively with company officers, underwriters’ representatives and counsel and independent CPAs in preparing registration statements and other materials for filing with the SEC and other regulatory agencies, and in negotiating and drafting underwriting agreements, lock-ups and other legal instruments involved in securities distributions.  Cohen & Grigsby counsels issuers, selling shareholders and underwriters in all aspects of the public offering process.

Private Placement and Other Exempt Offerings
Cohen & Grigsby’s attorneys have represented issuers and investors in connection with numerous private placements and other exempt offerings of equity and debt securities, ranging in size from less than $100,000 to over $100 million.  Our attorneys advise prospective issuers of appropriate sources of capital and proper utilization of private placement or other exemptions from federal and state registration requirements, including preparing appropriate regulatory filings. We have experience in drafting private placement memoranda and other private placement disclosure documents including those satisfying SEC requirements as to form and content.  

SEC Reporting and Compliance
Cohen & Grigsby counsels many clients on their ongoing reporting and compliance obligations under federal and state securities laws, including preparing and filing annual, quarterly and other reports with the SEC.  We regularly advise public company clients on the timing and necessity for public announcements of material developments which could affect trading in their securities.  We also counsel such clients regarding open market purchases of their securities.  

Proxy Matters
Cohen & Grigsby regularly assists its clients in preparing proxy statements for shareholders’ meetings.  We have also represented both companies and shareholders in connection with proxy contests.  

Mergers and Acquisitions
Over the past several years, much of Cohen & Grigsby’s securities law practice has involved mergers and acquisition transactions.  We have experience in issuing securities and advising on insider trading prohibitions and resale rights.  We have also advised boards of directors of parties to merger and acquisition transactions on the proper discharge of their fiduciary responsibilities.  

Holding Companies
Cohen & Grigsby has advised many banks in forming holding companies, including registering stock with the SEC and preparing proxy materials for distribution to the bank’s shareholders.  

Tender Offers
Since its inception, Cohen & Grigsby has been involved in a number of tenders offer advising both makers and targets.  

SEC Registration of Employee
Cohen & Grigsby has routinely assisted public companies in registering employee benefit and other stock-related plans, including stock options plans, employee stock ownership and purchase plans, and dividend reinvestment plans.

Broker/Dealer
Cohen & Grigsby represents broker/dealers in matters involving formation, merger and acquisition and compliance for broker/dealers.  

Related Legal Services
Our attorneys regularly advise clients on public and private resale of restricted securities and control stock, including compliance with report requirements under Section 16 of the Securities Exchange Act of 1934.  We also advise clients on insider trading prohibitions and assist our clients to manage and handle SEC investigations of insider trading.