Duane Morris LLP - Securities Law

Case Studies

IPO for REIT
Kaufman leads effort to win SEC, NASD and state approval for one of largest private REIT IPOs in 2003

Past Events

Duane Morris Partner Bob Bramnik to Speak at the 7th Annual Hedge Fund Regulation and Compliance Forum
2006 Minority Corporate Counsel Association's 5th Annual CLE Expo
Duane Morris Partner Robert P. Bramnik to Speak at Best Practices for Hedge Funds

Securities Law

Duane Morris' Securities Practice Group represents issuers, underwriters, selling shareholders, private equity firms and others in a wide variety of public and private securities transactions. The Group also counsels corporations and their officers and directors in matters involving public disclosure and other aspects of ongoing compliance with the federal and state securities laws and the rules and regulations of the NASD, and the New York and American Stock Exchanges.

Public Offerings

Duane Morris represents issuers, underwriters, selling shareholders and private equity firms in public offerings of equity, debt and hybrid securities. We draft SEC registration statements, offering memoranda and other disclosure documents, negotiate underwriting agreements and placement agent agreements, and conduct due diligence investigations.

Throughout our representation of clients in public offerings, Duane Morris attorneys help our clients achieve maximum value from the offering, while limiting our clients' exposure. Our attorneys combine legal skills and industry-specific business experience to develop creative public offering strategies for our clients, who span a broad range of different industries.

Private Offerings

Similarly, we are frequently called upon to guide our clients through the complex process of raising capital in the private capital markets. We work closely with our clients to help determine the most advantageous private offering strategy, whether through private placements, mezzanine financings or PIPEs. We also work with angel investors and other private investors. Our attorneys endeavor to understand each client's individual needs and business objectives, and turn that understanding into carefully crafted private offering plans tailored to that client's particular situation. With attorneys practicing in a range of related finance and securities law disciplines, Duane Morris can take our clients from the initial business planning and preparation for a private placement, to advising on compliance with Regulation D, Regulation S, and other securities laws, to strategically growing the business after capitalization. As a full-service law firm, we routinely represent institutional investors and a variety of investment companies actively involved in the private equities world.

REITs and Real Estate Securities

The Securities Law Practice Group also covers all aspects of real estate securities, real estate investment trusts and real estate based securities. Duane Morris attorneys advise clients involved in public and privately traded real estate securities with a diverse scope of services, from structuring and forming REITs to addressing federal and state regulations, unraveling complex REIT tax requirements, and advising some of the nation's largest REITs on initial public offerings, mergers and acquisitions and innovative transactional work. Our attorneys work closely with the numerous participants involved in the real estate securities industry, including developers, investors, investment banks, leading lenders, state and federal regulators, the IRS, REIT owners and operators and related industry associations.

Transactions

The Securities Law Group performs a wide range of complex corporate transactions, including going private transactions, the conversion of mutual insurance companies, the formation of downstream holding companies for insurance companies, bank holding company matters and the conversion of savings and loan associations. Our lawyers apply their knowledge of securities laws and financing trends to assist clients in consummating these often difficult transactions in an innovative, cost-effective and timely manner.

The Securities Practice Group counsels clients in structuring, negotiating and consummating acquisition transactions, both friendly and unfriendly. The firm often handles these transactions when they involve companies in regulated industries, such as banking and insurance.

Compliance

Compliance with, or perfecting exemptions from, federal and state securities laws is not only the principal focus of public and private offerings of securities, but can also be an important element in many other business transactions, including mergers and acquisitions, tender offers and the formation of new ventures, including corporations, partnerships, limited liability companies and joint ventures.

The Securities Practice Group assists clients on matters relating to timely and proper disclosure of material corporate developments, Regulation FD, compliance with the SEC's reporting requirements relating to insider trading, the preparation of periodic reports required under the Securities Exchange Act of 1934, listing of securities on national securities exchanges or NASDAQ, satisfaction of the requirements of Rule 144 relating to the disposition of restricted securities and assisting Audit and Compensation Committees in complying with the requirements of the SEC, national securities exchanges and NASDAQ.

Services for Emerging Businesses

Members of the Securities Practice Group regularly advise entrepreneurs starting a new business regarding the development of a capital structure, negotiations with venture capital firms and other early stage investors, the allocation of share ownership among participants and the development of stock-based benefit plans, such as stock option programs, phantom stock plans, ESOPs and restricted stock plans.

Duane Morris also handles the registration of new firms as broker-dealers or investment advisers and represents broker-dealers before the National Association of Securities Dealers, Inc., and represents investment advisers in compliance matters under the Investment Advisers Act.

For More Information

For additional information, please contact John F. Horstmann or any of the practice members referenced in the Attorney Listing.