public offerings & sec reporting

Complying with SEC reporting rules can be a daunting and costly endeavor – especially for a company that has enjoyed the relative simplicity of private market status.  At T&L, we strive to help our clients navigate the seemingly endless list of rules and regulations that govern reporting companies (and transactions requiring public reporting) in a cost-effective and minimally disruptive manner.  Success in business hinges on legal representation that understands business itself – not just the laws that govern it – and transactions involving SEC reporting are no exception.  Through years of practical Wall Street experience, our lawyers have a unique understanding of today’s capital markets that enable T&L to provide our clients with not only the means to comply with their reporting obligations but also the insight to assist with making mission-critical public markets decisions.

We advise and represent issuers, underwriters and investors in a variety of public offerings of securities in both the U.S. and international markets.  Our experience includes offerings of debt, equity and convertible securities, as well as interests in public investment funds, across a diverse range of businesses and industries.  The firm also regularly provides advice to clients on the periodic reporting requirements under the Securities Exchange Act of 1934 and the Investment Company Act of 1940.  We have served as counsel to registered investment companies from formation to dissolution, and have also served as special counsel to the independent board of directors of 1940 Act firms.

Selected Public Offering & SEC Reporting Services:
  • Initial Public Offering (IPO)
  • Alternative Public Offerings (APO)
  • Exchange Offers
  • PIPE Transactions
  • Reverse mergers
  • Special-purpose acquisition company (SPAC)
  • Capital Pool Company (CPC)
  • Blank check companies
  • Preparation of Periodic  SEC Reports (Forms 10-K, 10-Q, and 8-K)
  • Preparation of Proxy Statements
  • Mutual fund formation and reporting
  • Sarbanes-Oxley compliance
Selected Representative Transactions:
  • Representation of private US nanotechnology company in connection with Canadian going-public transaction;
  • Representation of a Chinese industrial concern in connection with going-public transaction on NASDAQ market
  • Representation of a US-listed metals company located in China in connection with a PIPE Offering
  • Representation of 1940 Act Registered Investment Company in connection with final tender offer, deregistration and dissolution events
  • Representation of US-listed public company in connection with preparation and filing of periodic reports (10-K / 10-Q)
  • Preparation and filing of Form SB-2 registration statement on behalf of US-based media concern