US Securities

Our US Securities practice group assists our clients in a full range 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 securities laws and the rules and regulations of FINRA (formerly known as NASD and NYSE), the CFTC, the National Futures Association,NASDAQ and the New York and American Stock Exchanges.

The firm represents issuers and selling shareholders in public offerings of equity, debt and hybrid securities. We draft SEC registration statements, offering memoranda and other disclosure documents, and negotiate underwriting and placement agency agreements.

Similarly, we are frequently called upon to represent clients when raising capital in the private capital markets. In this regard, we have experience not only in traditional Regulation D private placements, but also in 144A, Regulation S and PIPE transactions for both US domestic and international issuers, investors and selling shareholders.

Recent work

  • Completed the SEC registration of a public shell company intended as an acquisition vehicle that will allow the use of publicly tradable stock as partial consideration to acquire competitors and complimentary businesses.
  • Advising a UK-based investment manager on US securities law reporting obligations related to the acquisition of US-listed, exchange-traded funds.
  • Representing a UK-managed and controlled natural resources company with operations in
    Kazakhstan with respect to the US securities law aspects of a cross-border tender offer.
  • Representing a non-US distributor of mobile telecom products with operations in India and the Commonwealth of Independent States in connection with the potential acquisition of a controllinginterest in a US-listed special purpose acquisition company (SPAC) for the purpose of acquiring cash held by the SPAC to fund operations.
  • Representing a US issuer in a PIPE transaction and follow-up registration involving the sale of common stock.
  • Representing a US issuer in connection with the preparation and filing of periodic reports including 10-Ks, 10-Qs and 8-Ks as well as proxy statements and Section 16 reporting forms.
  • Representing a selling shareholder in the resale of London Stock Exchange-listed Global Depository Receipts in simultaneous Rule 144A and Regulation S offerings.
  • Representing a commodity pool operator in connection with perfecting an exemption from registration under the Commodity Exchange Act.
  • Representing a U.S publicly traded specialty finance company in a private offering of 12% senior notes to a group of hedge funds secured by (i) the residual of a prior securitization of the company's loan portfolio and (ii) the pledge of all of the equity interests of the special purpose, bankruptcy-remote vehicle established to hold the securitized loans.

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