Bush Ross regularly represents clients offering or purchasing securities. We assist companies in navigating the complex, and at times overlapping, federal and state securities laws.
Bush Ross can help you structure and document an equity or debt offering, including negotiating and drafting the letter of intent, purchase agreement, structured equity instrument (including convertible securities, preferred stock, warrants, options, and stock appreciation rights), registration rights agreements, subordination agreements, and shareholders’ agreements.
If the offering is exempt from registration, Bush Ross can assist you in preparing necessary disclosure documents, such as private placement memoranda and subscription agreements, and in taking necessary steps to maintain your exemption from registration. For companies that are already subject to the Securities and Exchange Act of 1934, we can assist you in meeting your filing obligations, including by preparing annual and quarterly reports (Forms 10-K and 10-Q), current reports (8-K), proxy statements, press releases, and ownership reports (Forms 3, 4, and 5 and Schedule 13-D).
We counsel companies that are going public, going private or involved with tender offers. We also assist companies with share exchanges and mergers, including preparation of S-4 registration statements for public companies. Our attorneys have the experience to navigate FINRA and stock exchange relations and listing requirements.
We also handle state and federal securities litigation including relating to shareholder disputes, takeovers, fraud, negligent omission and receivership claims. Our clients have included shareholders, directors and officers, broker-dealers, bank-brokerage companies and professionals involved in the offering and sales process. We have also assisted private schools, religious organizations and tax-exempt entities raise capital and finance the acquisition, construction and renovation of facilities through the use of debt securities offerings.
Our securities attorneys are knowledgeable, responsive and creative in working with you to structure a transaction, proposal and solution that best meets your individual needs.