Securities

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Special Acknowledgements

Recognized by U.S. News & World Report
and Best Lawyers®

National Tier 3, Securities/Capital Markets Law

Metropolitan Tier 2, Dallas/Fort Worth
Securities/Capital Markets Law

Public and private companies, issuers, investors, investment advisors and security intermediaries look to us for assistance on a wide range of securities matters, including compliance with federal and state laws and regulations, corporate governance, investigations and litigation, and SEC and other agency filings. We represent issuers, investors and selling stockholders in equity offerings, and issuers and investors in debt offerings. We also advise special committees of boards of directors and investment bankers on takeover transactions and fairness opinions. In addition, we regularly advise our clients on matters related to disclosure obligations, fiduciary duties and other [corporate governance or transactional] matters.

We are particular experienced in and have built a strong reputation on assisting clients with:

  • Private placements
  • Equity and equity-based compensation programs
  • Private equity, venture capital and institutional investments
  • Beneficial ownership reporting
  • Securities and shareholder litigation
  • Investment advisor registration and compliance
  • Advice regarding periodic and other SEC filings
  • Advice regarding corporate governance on Sarbanes-Oxley, Dodd-Frank and the JOBS Act
  • Advising emerging growth companies
  • Insider trading and 10b5 plans
  • Share repurchase programs
  • Takeover defenses, including shareholder offerings (poison pill)
  • Going private transactions
  • Share repurchases
  • U.S. offerings by foreign issuers

We also frequently serve as authorities on securities-related topics, providing commentary to newspapers, interviews to reporters and sitting on industry panels.

Securities Practice Essentials

We provide comprehensive securities-related services.

  • Compliance.  Our lawyers help public companies -- including master limited partnerships (MLPs) --  and public company insiders and affiliates with periodic reporting compliance with the SEC, including Section 16 and Rule 13d reporting.  In addition, we advise public companies and investors on Rule 144 compliance issues, including sales and reporting, as well as companies, funds, and individuals regarding compliance with the Investment Company Act and the Investment Advisors Act.
     
  • Compensation counsel.  We counsel public companies (including MLPs), executive officers and non-employee directors on executive compensation issues and executive compensation disclosure.
     
  • Stock exchanges.  We represent public companies with NYSE and Nasdaq governance requirements, including listing applications and delisting proceedings.
     
  • Shareholders.  Our lawyers counsel public companies and shareholders regarding shareholder proposal issues pursuant to Rule 14a-8.
     
  • Securities counsel.  We advise public companies (including MLPs) on general securities matters, including Regulation FD, insider trading, and general disclosure issues.  We also advise boards and board committees on related party transactions; avoid, recognize and respond to white collar criminal situations; develop and oversee insider trading policies and programs; help with director and officer indemnification and insurance coverage matters; and advise on corporate fiduciary duties.
     
  • Corporate Governance.  We advise clients on corporate governance matters, including compliance with the Sarbanes-Oxley Act and related regulations and fiduciary duties of directors and officers. Team members regularly advise clients, which include public companies, boards of directors, board committees and corporate executives personally, on a wide array of corporate governance issues, such as structuring boards of directors and committees of the board.
     
  • Securities litigation.  We handle complex securities litigation, including the defense of shareholder class actions and shareholder derivative suits. We have represented clients in both state and federal court settings, as well as numerous Wall Street and regional brokerage firms in arbitration involving a myriad of investor claims. Our litigation clients include officers, directors and stockholders, partnerships, investment funds, institutional investors, securities broker-dealers, clearinghouses and accounting/auditing firms.
     
  • Public Securities.  Team members represent both issuers and underwriters involving equity and debt offerings by public companies, including MLPs. In addition, we help special committees of boards of directors and investment bankers with takeover transactions and fairness opinions and regularly advise our clients on disclosure under the securities laws, fiduciary duties of directors and officers, joint ventures and other forms of alliances.
     
  • Investigations and Compliance.  We have significant experience counseling companies, committees of boards of directors and individual corporate officers and directors in all aspects of internal and external corporate investigations, including guidance to determine whether an investigation is necessary or warranted, understanding the risks and benefits associated with an investigation, gathering data and interviewing witnesses and disclosing the results of internal investigations to government agencies and other third parties. We also advise companies, board committees, and officers and directors on the development and implementation of effective corporate compliance programs and codes of conduct, including white collar crime; shareholder derivative actions; SEC claims of insider trading; option back-dating; and whistleblower matters.

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