Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
Certain organizations that hold or invest in publicly traded securities may gain material nonpublic information regarding an issuer of those securities by virtue of the terms of the investment in the issuer, such as through a contractual right to receive certain information or to designate a director of the issuer, or by virtue of a business relationship with the issuer, such as providing services to the issuer. Such an organization (an “insider-shareholder”) is justifiably concerned with the risk of improper trading of the securities it owns while in possession of material nonpublic information regarding the issuer of those securities, and the insider-shareholder may address that risk by adhering to the issuer’s insider-trading policy or adopting a Rule 10b5-1 plan for trading in the securities. The insider-shareholder should also be concerned, however, about the risk of improper personal trading of securities of the issuer by, or resulting from the individual actions of, the insider-shareholder’s directors, managers, managing partners, or employees (collectively, “agents”). That risk includes, among other things, adverse publicity to the insider-shareholder as well as monetary penalties that could be imposed by the Securities and Exchange Commission on the insider-shareholder, as a controlling person of an agent who improperly trades, or tips another person who trades, while in possession of the insider-shareholder’s material nonpublic information.
An insider-shareholder can address this risk by adopting its own written insider-trading policy regarding the securities of other issuers that it holds. Such a policy, to which the insider-shareholder’s agents (and their family members and affiliates) would be subject, would normally be similar to the typical insider-trading policy of an issuer to which that issuer’s directors, officers, and key employees are subject regarding the securities of that issuer. The principal terms and provisions of the insider-shareholder’s policy would:
Unlike a typical issuer insider-trading policy, such an insider-shareholder’s policy:
In the absence of any established “blackout periods” or “trading windows,” the implementation of an insider-shareholder’s policy would depend primarily on the prohibition of trading in any securities on the restricted list, which is typically disclosed to its agents subject to the policy, and on the pre-clearance of any proposed trading by any agent. With respect to pre-clearance, the compliance officer’s knowledge of, and judgment regarding, the insider-shareholder’s securities holdings and related activities and its possession of or access to material nonpublic information about the issuers will be critical to the policy.
The existence of an effective insider-trading policy would make it difficult for the SEC to hold an insider-shareholder liable as a controlling person of an agent who individually engages in improper trading or tipping activity.
OUR TAKE: An organization that holds and trades in publicly held securities should adopt its own insider-trading policy to address its risk from any improper trading in the same securities by any of its agents.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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