Smith Moore Leatherwood attorneys provide securities law representation to established public companies, entrepreneurs, emerging companies and individual "angel" investors, institutional investors, placement agents, venture capital companies and investment banks.
Public Company Obligations
We regularly advise our public company clients on the requirements of public status, including compliance with Sarbanes Oxley provisions, and supervise periodic filings called for by the Securities Exchange Act including annual reports on Form 10-K, quarterly reports on Form 10-Q and current-event reports on Form 8-K. We prepare and file Williams Act reports including Schedules 13-D and 13-G for clients. We prepare Proxy Statements for the annual and special meetings of shareholders of our public company clients and third parties waging contests for control. We also represent clients seeking to take public companies private.
We prepare registration statements and prospectuses for initial and secondary public offerings for clients and underwriting agreements for investment banks managing such offerings. We take charge of all communications with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority and the various exchanges — including the New York Stock Exchange — for issuer and underwriter clients.
We regularly prepare private-placement memoranda describing debt and equity offerings for clients, plus term sheets, venture financing proposals and investment agreements for negotiated transactions. We assist clients with federal and state Blue Sky — law compliance measures required as part of such offerings.
We guide our shareholder clients through Rule 144 disposition transactions and Rule 144A offerings.
Our attorneys are experienced in just about any and every type of securities law transaction arising throughout the turns of the economic cycle.