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Federal and state securities laws touch virtually every period of a company’s life cycle, from structuring and initial organization, to capital raising (through both private and public markets), to employee compensation through stock options and other equity-based compensation, to many sale of business transactions.

Nutter’s experienced securities attorneys, both corporate attorneys and litigators, regularly counsel private, pre-IPO, and publicly-held clients on securities laws.  We are expert in guiding companies through the complicated process of going public, and in advising public companies how to navigate the sometimes confusing sea of securities laws.  We also routinely advise private companies on the securities laws that are applicable to them.

Our clients
Our clients include companies in these industries:

  • High technology
  • Biotechnology
  • Healthcare
  • Training and development
  • Banking and insurance
  • Real estate investment (REITs)
  • Manufacturing and distribution

Our practice

We routinely provide advice and services to our clients on:

Public offerings

Our securities attorneys represent:

  • Both issuers and underwriters
  • Clients in all aspects of their initial and later-stage public offerings

Private placements

In private placements of securities for both private and publicly-held companies, we:

  • Structure and negotiate the transaction
  • Prepare the confidential offering memorandum and related placement documents

Merger and acquisition matters

We represent public and private clients in all of the aspects of mergers and acquisitions, including acquisition strategies, takeover defenses, transaction structures and negotiation, tender offers, litigation, SEC filings, disclosure requirements, and state corporation law issues.

SEC reporting

After a client becomes a public company, we assist them in the complex world of SEC reporting and compliance, by:

  • Reviewing and assisting in the preparation of all SEC filings with a sensitivity to clients’ needs and disclosure requirements of federal securities laws
  • Handling proxy statements that are highly complex and contested as well as routine annual meeting proxy statements
  • Counseling clients on disclosure matters

Investor communications

For our public company clients, we also:

  • Advise clients on all communications issued to stockholders and the media, and regularly review news releases
  • Guide clients on dealing with analysts and the media

Trading on inside information

We counsel public companies and their directors and officers on means to prevent insider trading.

Private investment partnerships

We routinely:

  • Represent and document private investment partnerships, including venture capital funds and hedge funds
  • Structure and organize domestic and off-shore funds
  • Provide ongoing legal advice on regulatory compliance, management operations, trading, and strategic issues

Investment advisors

We regularly advise investment advisors and money managers on compliance with the Investment Advisers Act of 1940, the Trust Indenture Act of 1939, and state securities laws.