Securities

Preti Flaherty's Securities Practice Group offers a broad complement of specialized services to each of the stakeholders in the securities industry.  We have successfully represented public and private companies, governmental entities, underwriters, investors, brokers/dealers, investment banks, and emerging companies to address their needs under federal and state securities laws. The group brings the expertise of highly-skilled corporate and litigation attorneys with backgrounds both as principal and counsel in securities, capital formation, mergers and acquisitions, corporate governance and dispute resolution to offer clients cost-effective solutions.

Current trends place superior securities advice and representation in the forefront of business, financial and investing considerations:  from raising capital for startup and growing businesses to private equity analysis, negotiation and investment; from compliance under the Securities Exchange Act of 1934, Sarbanes-Oxley and uncertain new hedge fund regulations to stock option grants and other corporate governance best practices; and from investor complaints to shareholder disputes.    

Our menu of securities services includes the following capabilities:

For Public Companies:

• Periodic Reports—10-Ks, 10-Qs, 8-Ks
• Annual Meetings-- Annual Report to Security Holders, Proxy Statements and Solicitation
• Corporate Governance—Director independence, committees, Sarbanes Oxley
• Insider Trading Policies
• Section 16 Filers—Forms 3-5, Schedules 13D and 13G
• Stock Option Plans—Form S-8, Stock Option Agreements
• Rule 144 Resales
• Press Releases—Reg FD, corporate messaging, investor relations
• Acquisitions and Dispositions
• Private Placements

Members of team:  Tim Platt and Kara Sweeney

For Private Companies:

• Capital Formation—advice on locating sources; structure; and terms of offering
• Blue-Sky Compliance
• Reg D and other federal exemptions
• Stock Options and other equity-style incentive compensation programs
• Stock Redemptions
• Shareholder Disputes
• Acquisitions and Dispositions

Members of team:  Michael Sheehan, John Sullivan, Tim Platt, Kara Sweeney

Public Finance:  

• Official statements for public offerings of bonds issued by States, State authorities, regional and municipal districts and authorities and other governmental entities
• Private placement memoranda for private placements of bonds issued by States, State authorities, regional and municipal districts and authorities and other governmental entities
• Continuing disclosure agreements for SEC Rule 15c2-12 compliance
• Blue sky memoranda for state blue sky law compliance
• Counsel for issuers, underwriters and purchasers

Members of team: James C. Pitney, Jr. and Bonnie L. Martinolich

For Broker/Dealers and Investment/Hedge Funds:

• Registration and exemptions
• Registered representative compliance
• Regulatory investigations
• Administrative and judicial proceedings
• Investor complaints
• Employment termination and disputes
• Arbitration and litigation

Members of team:  Jonathan Piper, Gregory Hansel, John Sullivan, Tim Platt, Sigmund Schutz, Brian Quirk, and Kara Sweeney

For Investors:

• Initial Investment-- Advice, negotiations, and documentation on terms of investment
• Liquidation--Advice on sale or other transfer

Members of team:  Michael Sheehan, John Sullivan, Tim Platt, Russel Hansen, and Kara Sweeney

• Securities Violations
• Mismanagement of account
• Arbitration and litigation

Members of team:  Jonathan Piper, Gregory Hansel, Sigmund Schutz, and Brian Quirk

Dispute Resolution: 

Our track record in resolution of securities disputes is strong.  In recent cases, we have:

• recovered a $40 million securities fraud award in October, 2003 by American Arbitration Association (AAA) arbitrators for a publicly traded international company defrauded in connection with a business acquisition dispute.
• secured a seven-figure jury verdict in March 2006 for an investor against the asset management arm of a major national bank.
• successfully defended national and regional brokerage firms against enforcement actions brought by Maine Office of Securities and the New Hampshire Bureau of Securities Regulation.
• prosecuted & defended NASD/NYSE and other SRO arbitrations, including mid-six figure award in May 2006 for investors against national brokerage firm.

Members of team: Jonathan Piper, John Sullivan, Gregory Hansel, Tim Platt, Sigmund Schutz and Brian Quirk