Corporate finance transactions and securities compliance are increasingly complex and challenging. Venable’s attorneys are experienced in helping our clients navigate the current market climate, as well as the complex regulatory framework, and well positioned to meet and exceed their business objectives.
Venable is a long-time, respected adviser on securities compliance matters and complex capital-raising transactions. Our clients have come to rely on our broad experience representing issuers, underwriters, and investors in public and private securities transactions, ranging from crowdfunded private placements and venture capital funding for emerging companies, to significant public equity and debt offerings for large public companies.
Venable is also highly experienced and actively engaged in providing advice and counsel to management and boards of directors and board committees with respect to corporate and securities laws. This includes advice and counsel regarding corporate governance, fiduciary duties, general disclosure obligations, and securities laws applicable to trading by insiders.
We also regularly work with public companies in preparing and reviewing filings under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q, and 8-K. We help to prepare proxy statements, internal corporate policies, and other required SEC and state securities law filings.
"...this 'phenomenal corporate practice' is renowned for its team of excellent professionals."
— Chambers USA
We leverage our significant experience with regulatory and enforcement agencies to offer our clients critical advice on important regulatory and procedural issues. Our attorneys provide our clients with sophisticated and timely counsel regarding the issues that arise from current or imminent changes in securities law, accounting rules, and other regulations.
We have a seamless team, dedicated to meeting the particular needs of each client. We integrate Venable’s vast resources—in employee benefits, intellectual property, government contracts, tax, litigation, and other areas—into teams that are ready to assist when the client is ready to act.
We have extensive experience in capital markets transactions of all types, including IPOs/follow-on underwritten offerings; mezzanine debt; corporate bond offerings; private equity/debt; 144A transactions; venture finance; and at-the-market offerings, registered direct offerings, and PIPES. In this context, Venable has a long history of helping issuers, underwriters, and other market participants in a variety of public offerings of common stock, preferred stock, and debt. We offer our clients comprehensive advice with regard to compliance with applicable securities laws and disclosure issues, filing and reporting requirements, as well as the many related corporate governance issues applicable to capital markets transactions.
Venable also has substantial experience and a long history of representing private issuers, investors, and service providers in private capital-raising transactions, including private placements pursuant to Regulation D (including Rules 506(b) and 506(c)), Regulation A and Regulation S offerings, Rule 701, PIPE transactions, and many other methods. More recently this work has included assisting issuers and service providers in connection with crowdfunded offerings and other offering methods made available under the JOBS Act.
Public Company Securities Law Compliance
Our attorneys regularly advise public companies in day-to-day SEC compliance and reporting matters, proxy matters, takeover defenses, exchange rules, matters of corporate governance and fiduciary duties, as well as Sarbanes-Oxley requirements. In addition, our attorneys regularly support clients with insider reporting matters, responses to shareholder proposals, and preparation of, and compliance with, internal corporate policies. Our public company clients also know that they can count on us to stay ahead of the issues that they are forced to confront in an ever-growing and increasingly complex regulatory environment. Our corporate finance and securities attorneys work closely with our mergers and acquisition attorneys in integrated teams that handle complex mergers of public companies. Our securities lawyers also work closely with our employee benefits attorneys to provide comprehensive advice regarding the detailed disclosure obligations relating to public company executive officer compensation and the related corporate governance issues that arise in connection with these matters.
Officers, Directors, and Significant Stockholders Securities Law Compliance
We also assist officers, directors, and significant stockholders with disclosure and reporting obligations arising in connection with trading and holding public company securities. This includes regular advice and preparation of Section 16 reports and Schedule 13D/G filings, and counseling and assisting with preparation, adoption, and operation of stock trading planning (i.e., 10b5-1 Plans).
Private Equity, Venture Capital, and Family Offices
Venable also routinely represents private equity, venture capital, and family office clients in structuring funds and providing advice on every aspect of the fund life cycle, including compliance with applicable securities laws. We also review investment opportunities and provide counsel in ongoing corporate and securities matters.
Our corporate and securities lawyers have developed broad experience in a variety of industries, including retail, manufacturing, real estate, biotechnology and life sciences, cybersecurity, professional sports, financial services, government contracting, entertainment, and energy. We regularly help companies ranging from start-ups to seasoned public issuers to navigate the capital markets and comply with applicable securities laws.
- Defense/government contractors
- Financial services
- Information technology/software