Securities Offerings, SEC Compliance and Corporate Governance
One of the more crucial aspects of our work is making sure our clients comply with the complex and ever-changing state and federal securities laws. Another is helping them practice legally sound corporate governance.
We regularly advise clients on the responsibilities of corporations, management, boards of directors and their special committees under federal and state securities laws and general corporate laws.
Credo’s securities and corporate governance capabilities touch upon many of our practice areas, including:
• General compliance with federal and state securities laws
• Private securities offerings for entrepreneurial clients, including Reg D offerings and other private placements
• Drafting private placement memorandums (PPMs)
• Preparing privately held companies for their initial public offerings and related SEC, SOX and national stock exchange requirements
• Drafting and review of filings made with the SEC (e.g., annual and quarterly reports, current reports on Form 8-K, annual proxy material, insider filings)
• Review of press releases, investor presentations and other public disclosures
• Transactions, such as initial and secondary public offerings, private investments in public equity (PIPEs), mergers and acquisitions and going-private transactions
• SEC reviews of registration statements, periodic reports, proxy statements and other public filings
• Advising clients on corporate governance and disclosure requirements of the Securities and Exchange Commission (SEC) and the relevant stock exchanges
• Monitoring the rule-making activities and actions of the SEC, the Financial Accounting Standards Board (FASB) and Public Company Accounting Oversight Board (PCAOB) and counseling clients on the implications of emerging securities laws and accounting and auditing standards
• Advising on fiduciary duties of directors and special and independent committees, including related-party transactions, executive compensation, acquisition proposals and other transactions that might result in potential conflicts of interest
• Advising clients on SEC reviews, enforcement actions and requirements for securities offerings and corporate disclosures and Sarbanes-Oxley (SOX)-related issues