Securities and Commodities

As part of our practice, we guide our clients through the complexities of U.S. securities and commodities regulation. We advise foreign and domestic companies and investors and their financial advisers on the securities law implications of public equity and debt financings, ranging from less than $1 million to over $100 million in size.  Our transactional practice has a particular focus on cross-border financing and investment transactions involving U.S. companies, as well as U.S. and foreign investors. In these transactions, we prepare the necessary filings with the U.S. Securities and Exchange Commission (SEC) and state regulatory bodies.

In our securities and commodities compliance practice, we regularly advise foreign and domestic market participants, such as investment advisers, brokers, commodity pool operators, commodity trading advisers and investors as to compliance with the United States federal and state securities laws, and the rules and regulations of the principal U.S. securities and commodities regulators, such as the SEC, the CFTC and FINRA.

The attorneys in our securities and commodities team advise our clients on typical matters such as:

  • Issuers, investors, and financial advisers in preparing and filing SEC registration statements in connection with initial and secondary public offerings of securities,
  • Issuers, investors, and financial advisers in private placements under Regulation D and offerings outside of the United States in reliance on Regulation S, including preparation of the private placement memoranda or other disclosure documents and federal and state notice filings,
  • Public companies and investors as to their ongoing SEC reporting requirements and preparing and filing the necessary reports, including Forms 10-K, 10-Q, Forms 3, 4, and 5, and Schedules 13D and 13G,
  • Public companies and investors as to compliance with insider trading law,
  • Broker-dealers as to their SEC registration, FINRA membership, and ongoing compliance,
  • Investment advisers in connection with their SEC registration and ongoing compliance, as well as available exemptions from the registration requirements under the Advisers Act,
  • Private and public investment companies as to compliance with the Investment Company Act, and
  • Commodity pool operators, commodity trading advisers and investors as to matters involving CFTC registration and NEA membership, compliance with commodities regulations and filing requirements.