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Securities Law

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Duane Morris on Capital Markets

As a global law firm, we have extensive knowledge and experience to provide the high-quality level of representation demanded by public companies and other market participants. The attorneys in our Securities Law Practice Group routinely advise clients on securities issues specific to public companies and assist with preparing and filing registration statements, proxy statements, annual, quarterly and current reports and other SEC filings as well as private placement memoranda and related private offering materials and the equivalent documents in the UK and Singapore.

Our approach is to thoroughly understand a company's business and objectives so that we can better and more effectively advise them as well as to help ensure that any disclosure documents are accurate and complete. We also adopt a team approach and work closely with colleagues in our other practice areas (such as intellectual property, tax, employment, employee benefits and executive compensation, technology, environmental and real estate) as well as with our industry-focused practice groups (healthcare, life sciences and energy, for example) where our clients have significant operations. In addition, a number of our lawyers have served in SEC staff positions and hold leadership positions in professional and securities industry organizations, enhancing our ability to provide keen insights into novel policy and regulatory issues. As a result, our practice is quite diverse, making us well-equipped to handle virtually any legal issue that our public company clients face.

We also understand the difference between simply assisting our clients to draft offering and disclosure documents and helping guide them to opportunities, investors and relationships; thus we are able to leverage our industry knowledge and contacts with underwriters, investment banks, hedge funds and PIPE funds to identify possible partners who can help our clients grow their businesses in an efficient manner.

Our significant experience in representing issuers, underwriters, investment banks and investors in public and private offerings allows us to better understand market expectations, the interests of the parties to these transactions, the business needs of our clients and the need for efficient execution and speed to market.

Compliance with, or meeting requirement for 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.

We have seasoned securities practitioners in many of our offices, affording our clients access to lawyers and their securities experience in local and regional markets, as well as access to extensive industry knowledge that only a large, international law firm can provide.

Public Offerings

We represent many public companies and companies seeking to access public markets in initial public offerings (IPOs) and/or the increasingly more common structures, alternative public offerings (APOs), direct public offerings (DPOs), special purpose acquisition companies (SPACs), as well as debt or hybrid securities secondary offerings of equity. When representing issuers, we typically become involved in all aspects of corporate and business planning and structuring, including preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications on NYSE and NASDAQ in the U.S., the SGX in Singapore, and the LSE's full list as well as AIM and PLUS Markets in the UK, and related transactional aspects of the offerings. We also have extensive experience representing investment banks, placement agents and investors.

Private Offerings/PIPES

Some of our public company clients are also active issuers of securities in private transactions which include Regulation D, Regulation S, Rule 144A and PIPE transactions. These transactions often involve complex resale and trading issues. We also render advice regarding exemptions from federal and state securities registration laws and related regulatory matters. As is the case with public offerings, we also represent issuers, investment banks, placement agents and investors in private (exempt) transactions.

REITs and Real Estate Securities

The Securities Law Practice Group also has substantial experience with regard to real estate securities, real estate investment trusts and real estate-based securities. Duane Morris attorneys advise clients involved in listed and non-listed real estate securities. Our advice encompasses a diverse scope of services, from structuring and forming REITs to addressing federal and state regulations, unraveling complex REIT tax requirements, structuring 1031 transactions and advising some of the nation's largest REITs on initial public offerings, mergers and acquisitions and innovative transactional structures. Our attorneys work closely with the numerous participants involved in the real estate securities industry, including developers, sellers, investors, tenant-in-common sponsors, investment banks, leading lenders, state and federal regulators, the IRS, REIT owners and operators and related industry associations.

Transactions

The Securities Law Practice Group performs a wide range of complex corporate transactions, including mergers and acquisitions, hostile and friendly tender offers, going private transactions, the conversion of mutual insurance companies, the formation of downstream holding companies for insurance companies, financial services securities matters, 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, sale and change of control transactions, both friendly and unfriendly. The firm often handles these transactions when they involve companies in regulated industries, such as banking and insurance.

Corporate Compliance, Regulatory Matters and Governance

In the U.S., we assist in the preparation of periodic SEC reports, filings and advice in connection with insider transactions (including Section 16 and Section 10(b) and Rule 10b-5), Regulation FD disclosure obligations, option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings, change in control and other transactional (M&A) events and assisting Audit, Compensation and Nomination Committees in complying with the requirements of the SEC and national securities exchanges. We also assist our clients with changes in reporting and corporate governance pursuant to the Sarbanes-Oxley Act of 2002; prepare no-action letter and interpretive requests; and provide a variety of legal opinions under the federal securities laws. We regularly advise boards, their committees and their financial advisors regarding fiduciary duties and other corporate governance issues, including management succession and compensation, board composition and structure, conflict of interest avoidance, and specific NYSE and NASDAQ corporate governance requirements.

In the UK, we advise in relation to takeovers of public companies where the City Code Rules apply and help companies to understand the ever-changing rules and guidelines on corporate governance issues. We also advise a wide range of companies on the extensive application of the UK financial services regime, including authorization by the Financial Services Authority (FSA) on regulatory filing and reporting requirements.

For More Information

For additional information, please contact George J. Nemphos or any of the practice members referenced in the Attorney Listing.

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