Helping
clients negotiate the regulatory thicket to achieve desired results.
Securities law is a complex, highly regulated area, and the consequences
of noncompliance can be severe. HCMP has broad experience helping clients
utilize the securities laws to achieve desired results while avoiding
the pitfalls of noncompliance.
Securities
Offerings.
We help our clients, both large and small, in the growth of their businesses
by structuring, documenting and closing a wide range of securities offerings
and transactions, including:
- public offerings
- private placements under Regulation D and other exemptions from
registration
- "angel," venture capital, and mezzanine financings
- employee stock plans
- mergers and acquisitions
- tender offers
- "going private" transactions
- offshore offerings under Regulation S
These offerings have involved a wide range of types of securities,
including common stock, preferred stock, warrants, options, debentures,
convertible securities, loan participation interests, and limited partnership
and limited liability company interests. Our services in these transactions
typically include:
- advice on registration requirements and exemptions
- preparation of required disclosure materials (prospectus, private
placement memorandum, or offering circular)
- coordination of required filings
- advice on broker-dealer requirements, and negotiation of underwriting
or other sales agreements
- preparation and review of subscription materials and questionnaires
- compliance with applicable state securities ("Blue Sky") laws
- coordination of necessary corporate action
- due diligence review
Top
Securities
Compliance.
We regularly assist clients on a wide range of matters to assure compliance
with the ongoing requirements of both federal and state securities laws.
These matters include:
- review of Rule 144 sales and other transactions in restricted securities
- SEC periodic reporting obligations (10-K, 10-Q, 8-K)
- proxy solicitations
- insider stock ownership issues, including reports of beneficial
ownership, hedging transactions, Section 16(b) transactions, and insider
sales programs under Rule 10b5-1
- broker-dealer and NASD compliance
- investment company and investment advisor regulations
Securities
Litigation.
Our firm also has an active securities litigation practice, which has
included the representation of numerous businesses (including other
law firms) in securities lawsuits, the defense of eight utilities in
the WPPSS litigation, and the regular representation of several brokerage
firms. We were counsel of record in the case of Hines v. Data Line,
the leading case in Washington regarding liability under the Washington
Securities Act.
Representative
Clients:
- Cascade Natural Gas Corporation
- D.A. Davidson & Co., Inc.
- eAcceleration Corp.
- Edward D. Jones & Company
- Envision Telephony, Inc.
- Fidelity Brokerage Services LLC
- Hyperion Innovations, Inc.
- Merrill Lynch, Pierce, Fenner & Smith Inc.
- Oppenheimer & Co.
- Smith Barney Inc.
- United Medical Imaging, LLC
- Weyerhaeuser Real Estate Company
- Weyerhaeuser Realty Investors, Inc.
For More Information Contact: Joel
N. Bodansky
