(212) 907-7300
  中文

Securities & Corporate Governance

Our clients trust us on financing and corporate governance matters.

Private and public financings transactions, SEC regulatory filings, and corporate compliance are complicated, highly regulated actions. These need to be done efficiently and cost-effectively. Few companies receive such service. In an area where companies often receive cookie-cutter, one-size-fits-all advice, we work closely with our clients. This enables them to understand all their options, make better decisions, and achieve a superior, more personalized result.

Financing and SEC Representation

No matter how diverse the activity —a private placement, IPO, secondary stock offering or exchange listing, an SEC filing, or a corporate action such as an acquisition or sale of assets, stock option plan, or tender offer/going private transaction — we draw upon a multiplicity of experience with federal and state regulation, applying our expertise to companies of various sizes, in different markets, with full consideration of our client’s current and future interests. With our comprehensive knowledge, we essentially act as an in-house general counsel for our clients, covering the wide range of activities they require for financings, SEC reporting, corporate compliance, and business development.

We have more than 25 years of experience in representing a number of underwriters operating in the small-cap market space — several on an ongoing basis. We also represent the interests of high-net-worth individuals and institutional investors in their respective transactional and investing activities.

Clients benefit from our expertise in all manner of private and public financings, listings on national securities exchanges and trading platforms, and from our active guidance in day-to-day SEC and FINRA compliance, corporate governance, and Blue Sky compliance. Our clients operate in diverse market segments, such as conventional and green energy (oil & gas, coal scrubbing, biofuels, recycling), medical devices and therapy, electronics, software development, and high-tech industries (genetic agriculture, automation equipment, transportation, fuel efficiency, industrial glass). We represent companies incorporated in the U.S., Canada, and the United Kingdom. We have developed a significant and growing practice working with Chinese companies, representing publicly traded companies with regard to SEC compliance, as well as a range of Chinese companies in their acquisitions in the U.S. Our diverse securities practice also includes expertise in Special Purpose Acquisition Companies (SPACs), domestic and international reverse mergers, and private investment – public equity (PIPE) transactions.

Corporate Governance

Corporate governance, the system by which an organization is directed and controlled, is a rapidly expanding area of concern for private and public companies, foundations, and other institutions. It involves regulatory and market mechanisms and the roles and relationships among management, the board of directors, shareholders, and other stakeholders. External stakeholder groups are shareholders, debt holders, trade creditors, suppliers, customers, and communities that are affected by the corporation’s activities. Internal stakeholders are the board of directors, executives, and other employees. We actively counsel these different constituencies, taking into account their various conflicts and responsibilities in such circumstances as take-overs, buy-outs, going-private transactions, investor negotiations, take-over prevention mechanisms such as rights plans, and employment matters.

We help organizations craft corporate governance structures. This includes structuring and writing audit committee, nomination committee, and compensation committee charters. We help implement these structures by drafting insider trading policies, advising both insiders and brokerage clients on insider buy/sell programs (Rule 10b5-1 plans), and advising on director and officer liability and mitigation. To discourage change of control events, we may help a company create a rights plan or restructure its certificate of incorporation or by-laws. After a company goes public, we help it learn the ropes of being a public company within the demands of running a business, having public shareholders, attracting further investment, and responding to and complying with stock exchange and SEC regulation.

Our approach to corporate governance solutions and counseling is practical, based on our long experience in dealing with all the different potential players in a transaction, always taking into account the current best practices for the situation and the overall needs of the company.

Crisis Response

Because of the multiplicity of practice groups within the firm and our long experience of advising corporations and foundations, we also are able to formulate a crisis response in those situations where one of the corporate constituencies needs immediate advice to address a business situation. For example, in a take-over situation, we may advise the company, the full board of directors, or an independent committee of the board formed to evaluate the offer. In other situations, we may be advising one of the parties attempting to acquire a corporation or make a significant investment by tender offer, aggregate market purchase, or similar transaction.

Case Study

Non-Compete & Trade Secrets

Non-Compete Claims

As part of its strategy to enter a new geographical market, our client, one of the world’s largest insurance brokers, hired a group of employees in that market from another of the world’s largest insurance brokers.

The Situation

As part of its strategy to enter a new geographical market, our client, one of the world’s largest insurance brokers, hired a group of employees in that market from another of the world’s largest insurance brokers.  One of the new hires became the President of our client’s affiliate in that market.  Shortly thereafter, the former employer initiated an action in Michigan state court against our brokerage client and its affiliate’s President, whom we also represented.  Plaintiff alleged that the new President misappropriated confidential information and was soliciting plaintiff’s clients and employees in breach of her employment agreement’s restrictive covenants, allegedly with her new employer’s encouragement and assistance.

Months later, during the course of discovery, two of plaintiff’s corporate clients transferred their health and benefits insurance business from plaintiff to our brokerage client.  Plaintiff filed an emergency motion for a Temporary Restraining Order and Preliminary Injunction.  In its motion, plaintiff sought to enjoin our clients not only from soliciting, accepting, and servicing business from plaintiff’s current or prospective clients, but also from servicing the two clients that had already moved their business.

The Solution

In the span of a little more than a week, the GEABP team drafted a 20-page opposition brief and secured three supporting affidavits, two of which were provided by the non-parties who had transferred their business from plaintiff to our brokerage client.  When plaintiff submitted an untimely and improper reply brief less than 48 hours before the hearing, we – less than 24 hours later – submitted opposition in response to that brief as well.

The Result

The preliminary injunction hearing was held remotely via Zoom.  After hearing oral argument, the judge gave his ruling from the bench, adopting all of our key arguments and denying plaintiff’s motion for injunctive relief in its entirety.  The case settled shortly thereafter.