Securities Offerings & Compliance
Clients at Bybel Rutledge LLP have access to professionals with significant experience in all manner of securities offerings, representing both issuers and financial services professionals engaged in the capital raising process.
Having attorneys with extensive backgrounds as former government securities regulators and business advisors, we are able to provide clients with creative, proactive solutions to their capital planning challenges as well as afford them effective representation before federal and state securities regulators.
Bybel Rutledge LLP represents issuers, underwriters, placement agents, and selling shareholders in both public and private offerings of securities, including compliance with FINRA compensation and distribution rules. We also counsel publicly held clients on SEC reporting compliance and applicable requirements of the New York Stock Exchange and the Nasdaq Stock Market.
Our securities experience not only includes traditional private placement, public equity and secondary offerings but also extends to more specialized offerings such as trust preferred securities, subordinated debentures and rights and exchange offerings.
When founding a business, getting the capital structure right from the beginning often has far ranging implications on growing the company. Revising capital structures after several years of growth in order to meet expectations of later stage investors and government regulators can be costly and time-consuming. We regularly counsel entrepreneurs about capital raising options with an eye to future corporate growth and the types of investors which the company can expect at each stage of its development.
Raising capital privately is governed by a complex web of legislation, regulations and administrative interpretations. Although raising capital privately is less expensive than a public offering, one misstep with regulatory compliance can saddle the company with significant civil and administrative liability. We work closely with clients to determine the most advantageous and cost-effective private offering strategy which meets their capital needs.
In public offerings, we have served as company counsel and as underwriter’s counsel. We draft SEC registration statements, negotiate underwriting and dealer agreements, and conduct due diligence investigations. We have specific expertise in guiding Pennsylvania clients through the opportunities afforded by the SEC exemption for intra-state public offerings of securities.
Listing on National Securities Exchange
Companies which have their securities listed on a national securities exchange receive significant benefits from the liquidity of their shares, heightened investor interest in the company, establishment of a currency by which to underwrite desired acquisitions and access to more capital raising options. The Nasdaq Stock Market offers issuers various segments of its exchange on which issuers may list their securities. We have experience in advising clients on which stock exchange listing is most advantageous and assisting with the highly complex listing application process.
We have experience in representing underwriters in registered public offerings of securities as well as those acting as placement agents in private securities offerings. We have prepared and submitted filings for review of underwriter compensation by the FINRA Corporate Finance Department and have drafted and reviewed documentation relating to syndicate formation and selling agreements.
Dividend Reinvestment and Stock Purchase Plans
These plans are a cost-effective method for companies to raise additional capital by having shareholders reinvest their dividends through the purchase of company stock. Some plans also offer an optional cash payment feature. We have developed a plan particularly tailored to Pennsylvania companies which are not SEC reporting companies that allows them to raise capital under existing self-executing exemptions from securities registration.
With a significant number of financial institution clients, we regularly advise on offerings of trust preferred securities and subordinated debentures. In addition, we understand PIPE (private investment in public equity), SPAC (special purpose acquisition companies) and Rule 144A (qualified institutional buyers) transactions.
Public Disclosures and SEC Reporting
We assist clients in the timely and appropriate disclosure of material corporate developments, including preparation or review of filings under Form 8-K, Regulation FD and applicable stock exchange rules. We also counsel management and boards of directors on their fiduciary duty and their Section 16 reporting obligations when purchasing or selling company securities. Further, our attorneys assist public companies in the preparation or review of mandatory periodic reports which must be filed with the SEC (such as Forms 10-K, Forms 10-Q and proxy statements).
Attorneys at Bybel Rutledge LLP are experienced in navigating the complex regulatory structures applicable to public companies, including provisions of the Sarbanes-Oxley Act of 2002 and corporate governance rules adopted by the New York Stock Exchange and the Nasdaq Stock Market.
Representation of Audit Committees
Lawyers in our firm have served as independent counsel to audit committees of publicly held companies. In this regard, we have specific experience advising audit committees on their duties and responsibilities in dealing with whistleblower complaints filed under Sarbanes-Oxley. We also have advised on the change of company auditors and negotiated auditor engagement letters which met the guidance issued by the Federal Financial Institutions Examination Council.
We advise on the applicable requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Where clients want to operate privately, we assist them in structuring their investment programs within available exemptions or exclusions from SEC registration.