Securities

We represent issuers and underwriters in registered and unregistered securities transactions, including initial public offerings, securities transactions by foreign issuers, and issuance of investment grade and high yield debt.  SN assists clients in all matters arising under the U.S. federal and state securities laws.   SN has navigated the complex securities regulatory regime since the passage of the Securities Act of 1933 and the Securities Exchange Act of 1934.  SN is abreast of all developments in this rapidly changing landscape of corporate governance, SEC, FINRA, stock exchange and other regulations and the securities offering process in general.  SN has vast experience with Rule 144A, Regulation S, Regulation M, Regulation FD, Sarbanes-Oxley and the Securities Offering Reform of 2005.  Additionally, SN advises clients in connection with periodic disclosure for domestic and non-U.S. companies of all sizes.  We offer corporate governance advice to boards of directors and their committees.

Our clients retain our lawyers because of the creativity and insight we bring to securities transactions.  Our experience extends to all types and combinations of debt and equity instruments and encompasses financings of all sizes by U.S. companies.  In a capital markets environment characterized by rapid change and innovation, our attorneys structure new securities and transactions for clients in response to specific needs.  We have substantial experience in the most complex securities transactions that require highly creative and sophisticated advice.  Our experience with the SEC provides clear insight into regulatory considerations in offerings of all types.

We advise on private placements of debt and equity securities.  We represent highly leveraged companies and other corporate clients in transactions such as divestitures, financial restructurings and recapitalizations, which often include equity offerings, exchange offers, consent solicitations, cash and debt tender offers and spin-offs.

SN represents registered investment companies, including venture capital and hedge funds, broker/dealers and investment advisors, in capital raising, investment, compliance and regulatory matters.  We represent builder/developers, securities firms and others in partnership syndications and joint ventures.