Securities Law Practice

The PFS Securities Law Practice Group regularly assists clients with compliance with, or perfecting exemptions from, state and federal securities laws in a variety of contexts, including securities offerings, mergers, acquisitions and reorganizations, private equity and venture capital, executive compensation, and routine securities law reporting and compliance for clients holding large ownership or executive positions in publicly held companies.

Among other things, we represents issuers, selling equity holders, private equity, venture capital and hedge funds, commodity pools and brokerage firms in private offerings of equity and debt securities. Our services include perfecting federal and blue sky law exemptions, drafting prospectuses, offering memoranda and other disclosure documents, negotiating placement agent agreements and registration rights agreements, and conducting due diligence investigations. We also have represented clients in connection with multi-state securities registrations and exemptions.

In addition, we regularly counsel advisers, broker-dealers, fund sponsors, issuers, placement agents and other clients with respect to exemptions from, registration under and/or compliance with the Investment Advisers Act, the Investment Company Act, and broker-dealer and investment adviser laws and regulation (including before the National Association of Securities Dealers, Inc. (NASD)).

We also represent a number of clients holding large ownership or executive positions in publicly held companies. We assist these clients with issues arising under both the Securities Act and the Securities Exchange Act. Among the matters with respect to which we counsel these clients include are:

•   Sarbanes-Oxley;

•   sales of rest
ricted securities under Rule 144 of the Securities Act; and

•   "insider" reporting and "short-swing" profit rules under Section 16 of the Securities Exchange Act;
•   Schedule 13D and Form 13G filings for clients holding large ownership in publicly held companies.