Securities and Financial Services

Overview

The Securities& Financial Services attorneys focus on private placements and other exempt securities offerings, securities litigation, broker/dealer and investment adviser regulation, SEC, state agency, and FINRA investigations and proceedings, licensing and compliance issues, venture capital and other private investment transactions, and counseling closely-held businesses.

Representative Experience

  • Investment Adviser Regulation – Formation and registration of investment advisers, preparation of amendments to Form ADV Parts 1 and 2, brochure review, record keeping and compliance advice, preparation of customer and other agreements, and assistance responding to SEC or Ohio inquiries at conclusion of audits.
  • Broker Dealer Regulation – Formation and registration of broker dealers, sale and acquisition of broker dealers, advice regarding compliance and regulatory matters, representation in FINRA and Ohio Division of Securities investigations, hearings, and licensing hearings.
  • Securities Arbitration/Litigation – Defense of brokers in customer disputes brought through FINRA arbitration process, defense of brokers in injunction proceedings concerning customer records and solicitation, and defense of brokers in promissory note cases brought by their previous firms.
  • SEC and Ohio Division of Securities Investigations and Proceedings – Defense of companies and individuals who are targets of SEC or Ohio Division of Securities enforcement proceedings.
  • Private Placements and other Exempt Securities Offerings – Preparation of securities offering documents, including private placement memoranda, for issuers of securities in various industries including real estate (commercial and residential), technology, medical devices, and condominium conversion. Preparation of documents including offering memoranda for private equity funds.

Representative matters handled by the Securities & Financial Services Attorneys:

  • Assist clients undertaking private placements of securities, including clients raising money for use in real estate development, thoroughbred race horses, and oil and gas drilling.
  • Combination $95 million stock purchase and joint venture acquisition of Australian and Mexican subsidiaries of a U.S. corporation for the wholly-owned U.S. subsidiary of a Belgian corporation in the flexible substrate/specialty films industry.
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