From start-up financing to public offerings, our Securities and Capital Markets Group advises private and public companies through all stages of development and capital-raising activities. We also help clients comply with public reporting, proxy, and disclosure obligations.

Our more than 50 securities attorneys represent public and private companies, underwriters, selling stockholders, and officers and directors, as well as private equity funds, venture capital firms, and institutional investors in compliance matters, capital-raising activities, and other transactions.

Public company reporting and disclosure obligations

We help clients draft SEC reporting documents and proxy statements, including executive compensation disclosure, and meet ongoing disclosure obligations, including compliance with Sarbanes-Oxley, Regulation FD, and insider trading rules.

Public offerings and private placements

We advise private and public companies in a broad range of industries through all stages of development and capital-raising activities, from start-up financing to initial public offerings and follow-on offerings. The group also represents issuers and investors in private placements of debt and equity, including offerings under Regulation D and Rule 144A, as well as Regulation S offerings. Additionally, we represent issuers and investors in Private Investment Public Equity (PIPE) offerings.

Investment Management

Our attorneys represent investment companies, investment advisers, distributors, broker-dealers, and other service providers, as well as independent directors of investment companies. We register investment companies with the SEC, structure funds within available exemptions from registrations requirements, counsel funds and their advisers on compliance, and represent funds and advisers in securities litigation, commission administration, and enforcement proceedings.

Venture capital and private equity transactions

We have extensive experience representing investors and companies seeking financing from private sources, including venture capital investors and private equity firms. We also represent private equity firms in fund formation, capital raising, and investments in portfolio companies.

Mergers, acquisitions, and other Dispositions

We handle complex acquisition and divestiture transactions, including mergers, business combinations, restructurings of public and private companies, issuer and third party tender offers, and registered exchange offers. We advise on all aspects of the deal, from negotiating the acquisition documents to complying with regulatory approvals.

Special committee representation

Clients often turn to us to provide separate counsel or support to boards of directors and board committees, including Audit Committees. We have experience counseling the Compensation Committee, as part of our general representation of the company or as special counsel to the Compensation Committee, in all areas of executive compensation, both cash-based and equity-based, for both privately held and publicly traded companies. This counseling includes ongoing SEC-related compliance matters and assisting in issues related to executive compensation that arise in the merger and acquisition context.

Administrative and enforcement proceedings

We represent clients in enforcement and regulatory actions initiated by the SEC, stock exchanges, and FINRA. Several of our attorneys served as SEC staff members, providing real-world perspective and invaluable experience in guiding our clients through the regulatory requirements of federal and state securities laws.

Securities litigation

Our securities litigators defend public and private companies and their officers and directors against class actions, derivative and individual suits, fiduciary duty actions, and lender liability cases in state and federal court and at arbitrations. We also represent clients in litigation relating to tender offers, proxy contests, and change of control. Additionally, we have substantial experience with clients' internal investigations.


Gerald J. Guarcini 
Practice Leader 
Tel 215.864.8625