Securities

YoungWells’ Business Opportunities Group provides sophisticated securities counseling to a variety of businesses ranging from entrepreneurial "start-up" ventures through larger publicly traded companies. Two of our attorneys have served as “in house” general counsel for publicly traded companies, so we bring a level of expertise to the table in securities areas not traditionally found in firms of our size.

Our attorneys help clients evaluate public and private financing alternatives and choose the most appropriate and cost-effective capital raising programs. For clients seeking access to the public equity markets, we:

• Make introductions to investment banking firms suited to our clients’ needs
• Structure and implement the corporate reorganization transactions that often are a prerequisite to an initial public offering
• Guide our clients through the registration process of their offerings.

For our publicly-traded clients, we assist them in complying with corporate governance rules (including the Sarbanes Oxley Act of 2002), in complying with the reporting and other filing requirements under the Securities Exchange Act of 1934, in secondary or Rule 144A offerings, and in structuring, negotiating, and closing acquisitions involving the exchange of their securities or cash. We also represent clients seeking to raise capital through the private placement of their equity and debt securities.

Some examples of legal services we have provided in the securities area include:

• Private Regulation D offerings
• Public offerings, including initial public offerings
• Advising public companies on implementation of “shareholder rights plans” (also referred to as “poison pills”) and other anti-takeover defenses
• Advising public companies on “going private” transactions
• Advising public companies on mergers and acquisitions and related securities issues
• Rendering restricted securities legal opinions regarding transfers by stockholders of publicly traded companies
• Assisting public companies in preparing SEC filings and reports including quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, proxy statements, and annual reports to stockholders
• Assisting with Section 16 reports on Forms 3, 4 and 5 regarding ownership of securities by officers, directors and significant stockholders.