Securities

Issuers and underwriters rely on Shumaker's skill as counsel on mergers, acquisitions and capital raising transactions, and as disclosure counsel in placements of private and public offerings for businesses in many economic sectors.  We strive to protect our clients and their directors and officers, from subsequent securities related-problems by advising on all federal and state securities laws and regulations.

In addition to regularly assisting with private securities offerings that involve corporations, partnerships and limited liability companies, we assist with transactions involving public companies listed on all of the major exchanges.

Our lawyers also regularly represent broker-dealers, registered representatives, financial advisors, and corporate officers and directors against lawsuits filed under legal proceedings involving the complex and changing labyrinth of federal and state securities laws and regulations.

What Makes Us Different

In representing financial advisers in public and private securities offerings, our lawyers bring to the table decades of experience.  At the outset, we quickly grasp the basics of a transaction and proactively identify problems.  Because our background covers both the issuer and underwriter sides of transactions, it gives us a broad perspective that helps clients reach solutions.  Our lawyers know that when regulators at the federal or state levels are scrutinizing a new securities filing, accuracy and completeness are what matters above all.  And to that, clients add speed as a requirement.

Because we have extensive trial and arbitration experience handling claims of inappropriate investment and trading strategies brought by customers against broker-dealers, clients confidently rely on our understanding of case law as well as securities regulations.  We help broker-dealers that face investor lawsuits alleging misrepresentation or breach of fiduciary duty involving structured financial products that were caught up in the global financial crisis, as well as representation of broker dealers whose compensation plans were jeopardized by the investment firm consolidation that accompanied the crisis.

Our Clients

  • Issuers and financial advisors in public offerings and private placements of securities, including one of the country's largest healthcare REITs.
  • Buyers and sellers in M&A transactions.
  • Investment firms and broker-dealers in disputes with customers.

Why You Benefit

By representing financial professionals in both aspects of securities industry concerns – as advisors in transactions, and as participants in a service sector with complex employment and customer relations issues – Shumaker offers a comprehensive viewpoint as industry counselor. We have a broad understanding of securities industry client needs, and speak the language of broker-dealers and financial advisers whether their concerns are about proper safeguards in a securities offering or resolving a dispute in arbitration.  We know that securities professionals face complex and sometimes conflicting demands as they innovate amid global competition, act as financial fiduciaries, and translate regulatory and economic policies into everyday business transactions.  Shumaker lawyers understand the issues at stake and have the industry insight to add value and resolve problems.

Core Services:  Transactions

  • Advising on the structure, planning and timing of private and public securities offerings.
  • Drafting offering materials, both registration statements and private placement memoranda.
  • Drafting, preparing and filing federal and state securities law forms and other documents.
  • Guidance and assistance with preparing the various reports and filings required of Reporting Companies under the Securities Exchange Act of 1934.
  • Core Services:  Broker Dealers.
  • Arbitration and mediation of customer disputes before FINRA.
  • Representation before state and federal securities regulators and SROs.
  • Compensation, separation and recruitment issues, including those involving covenants not to compete and non-solicitation agreements.
  • Advice on federal and state laws and regulations.

What you can expect from Shumaker

Our lawyers work with issuers and underwriters to handle the documentation and negotiation of purchase agreements, registration statements for public offerings, private offering memoranda, asset-based and special purpose financings, and many other forms of private capital raising.  Because we assist with a wide range of issues in various states, we have a solid understanding of regulatory requirements at all levels. And we are comfortable working with all key players involved in the transaction.

Our lawyers represent broker-dealers in raiding cases involving noncompetition and non-solicitation contracts and in regulatory and disciplinary matters before state and federal regulators as well as the Financial Industry Regulatory Authority (FINRA) and the securities exchanges.  With our multi-state admissions and our full-service capabilities to advise on employment, tax, employee benefit and corporate law concerns, broker-dealers can rely on Shumaker to aggressively protect their interests.

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