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SECURITIES

Nixon Peabody’s Securities practice has extensive experience assisting clients with all aspects of securities law and corporate finance in diverse industries and markets, both U.S. and international. Whether clients are considering a public offering or private placement; equity, debt, or convertible securities financing; or a going-private transaction, or require advice with respect to corporate governance, securities compliance, or disclosure matters, our attorneys can provide the knowledgeable and experienced representation they need. Nixon Peabody’s leadership in providing proactive securities insights and counsel stems from our unique, team-oriented approach to serving client issuers, investors, underwriters, and investment banks. In recent years, we have brought value to clients as lead counsel on more than 160 public offerings (including offerings under Rule 144A and Regulation S) and more than 600 private placements that raised billions of dollars.

A client-focused partner

We are deeply committed to providing uncompromising client service by building long-term relationships with our clients based on our intimate understanding of their specific business objectives and opportunities. In addition to working with public and private companies in a wide array of industries—including life sciences, manufacturing, telecommunications, media/ communications, digital media, real estate (including REITs), financial services, and other industries—we also serve underwriters, banks, and venture capital firms.

Securities Exchange Act requirements

Our attorneys regularly assist publicly held companies with issues involving disclosure and periodic reporting requirements, corporate communications, stockholder meetings and proxy statements, regulation FD legal requirements, securities trading by directors and officers, tender offers and tender offer responses, and mergers and acquisitions discussions.

Initial public offerings

Since our team views the public offering as a process, rather than an event, we counsel our clients on the issues they need to address well in advance of the public offering to maximize the potential for success. We are experienced in initial and follow-on public offerings, and have also represented issuers in a number of substantial public debt offerings.

Corporate governance

Nixon Peabody has broad experience counseling corporate officers, directors, auditors, corporate governance committees, special committees, and oversight committees on all aspects of corporate leadership, management, public reporting, and litigation defense. We also help companies anticipate, detect, manage, and avoid problems whenever possible, and our response to litigation or enforcement activity is swift and effective.

Thought Leadership/Alerts

Second Circuit holds that the relevant period for determining a foreign debtor's COMI is the filing of the Chapter 15 petition
Bankruptcy Law Alert | May 15, 2013

Second Circuit holds that Madoff feeder fund's "center of main interests" is located in British Virgin Islands
Private Fund Disputes Alert | May 1, 2013

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The JOBS Act one year later; Congress asks what's going on
Securities Law Alert | May 1, 2013

SEC provides guidance on the use of social media under Regulation FD
Securities Law Alert | April 8, 2013

Don't "put the cart before the horse": Supreme Court rejects Amgen's argument that securities fraud plaintiffs must prove materiality of alleged misrepresentations at the class certification stage
Class Action Alert | February 28, 2013

NYSE and NASDAQ amend compensation committee rules
Securities Law Alert | February 12, 2013

Did you know that the Iran Threat Reduction and Syria Human Rights Act imposes new disclosure requirements on public companies?
Securities Law Alert | February 7, 2013

Collateral manager vindicated as SEC drops claims alleging disclosure violations in $1.1 billion CDO Squared offering
Securities Law Alert | November 21, 2012

Nixon Peabody's 2012 MAC Survey
October 22, 2012

SEC proposes rules lifting restrictions on general solicitation and general advertising in certain securities offerings
Securities Law Alert | August 30, 2012

SEC releases guidance on the roles of research analysts and underwriters in emerging growth company IPOs
Securities Law Alert | August 28, 2012

SEC releases additional guidance on emerging growth companies under the JOBS Act
Securities Law Alert | May 8, 2012

SEC releases guidance on emerging growth companies
Securities Law Alert | April 17, 2012

SEC releases guidance on confidential submission process and changes to registration requirements under the JOBS Act
Securities Law Alert | April 12, 2012

The JOBS Act — a comprehensive easing of securities laws applicable to emerging growth companies and private offerings
Securities Law Alert | April 3, 2012

Stirring muddy waters: siting securities transactions by the point of irrevocable liability
Securities Litigation Alert | March 8, 2012

The Newest Deputies on Wall Street: Private Citizens—Private Actions No Longer Precluded under New York's Martin Act
Banking and Financial Services Litigation Alert | December 28, 2011

Canada's Supreme Court blocks proposed uniform national securities regulation
Securities Law Alert | December 23, 2011

SEC staff issues guidance regarding cybersecurity risks
Securities Law Alert | October 28, 2011

SEC reverses position regarding proof of ownership for shareholder proposals
Securities Law Alert | October 21, 2011

Webinar Recording: Trends in Material Adverse Change (MAC) Clauses
October 13, 2011

SEC decides not to appeal proxy access decision
Securities Law Alert | September 13, 2011

Webinar Recording: How to Protect Your Company When You Can’t Hear the Whistle Blowing
June 27, 2011

Supreme Court narrows the scope of persons who can be directly liable under Rule 10b-5 for “making” untrue statements of material fact
Securities Litigation Alert | June 17, 2011

Supreme Court rejects Fifth Circuit's requirement that securities fraud plaintiffs prove loss causation at the class certification stage
Class Action Alert | June 8, 2011

SEC adopts final whistleblower rules: implications for internal compliance, governance and employment policies
Securities Law Alert | May 27, 2011

Practical tips for meeting with credit rating agencies after Dodd-Frank
Securities Law Alert | May 23, 2011

SEC proposes compensation committee independence and compensation consultant rules
Securities Law Alert | April 8, 2011

U.S. Supreme Court declines to adopt bright-line rule that adverse drug reaction reports are not material unless they are statistically significant
Securities Litigation Alert | March 28, 2011

Delaware Court of Chancery upholds use of poison pill by Airgas board
Securities Law Alert | March 2, 2011

Strong message from HHS/OCR with two HIPAA privacy rule enforcements within one week
HIPAA Law Alert | February 28, 2011

SEC adopts Say-on-Pay rules
Securities Law Alert | February 4, 2011

Court decisions hint at approval of forum selection clauses in corporate bylaws
Corporate Responsibility Alert | February 1, 2011

SEC proposes changes to accredited investor standards
Securities Law Alert | January 28, 2011

Offshore Hedge Fund Disputes: We’re Not in New York Anymore
November 8, 2010

Regulation FD enforcement: company executives charged for implied messages
Securities Law Alert | November 5, 2010

SEC proposes Say-on-Pay rules
Securities Law Alert | October 29, 2010

New York Court of Appeals affirms in pari delicto doctrine to prevent lawsuits against outside advisors
Banking and Financial Services Litigation Alert | October 27, 2010

Regulation FD—SEC adopts amendment eliminating exemption for disclosures to credit rating agencies
Securities Law Alert | September 30, 2010

SEC adopts shareholder proxy access rules
Securities Law Alert | August 31, 2010

The role and construction of risk committees
Corporate Responsibility Alert | August 11, 2010

Dodd-Frank Act alters preemption rules for national banks and federal thrifts
Banking and Financial Services Litigation Alert | July 28, 2010

The Dodd-Frank Act executive compensation and corporate governance reforms
Securities Law Alert | July 23, 2010

Second Circuit holds that retirees’ state law claims against investment advisor are preempted by federal law
Securities Litigation Alert | July 1, 2010

Senate financial reform bill adopted
Global Finance Alert | June 3, 2010

Senate financial reform bill increases risk of consumer rights litigation for banks, increases regulation
Global Finance Alert | June 2, 2010

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Press

Media Clips

  • Excellence in Law
    Daily Record | April 18, 2013

    Rochester public company transactions associate John Moragne is among the “Up & Coming Attorneys” recognized by the Daily Record as part of its annual “Excellence in Law” program.

  • Attorney Discusses Concerns about FDA MMA Draft Guidance
    FierceMobileHealthcare | February 4, 2013

    Silicon Valley partner Mavis Yee discusses the U.S. Food and Drug Administration's expected final guidance for mobile medical application developers. Click here to read the article.

  • Meet 39 Newly Minted Partners at Boston's Top Law Firms
    Boston Business Journal | January 11, 2013

    New Boston partners Kelly Babson (Public Company Transactions), Jeff Gilbreth (Labor & Employment), Danielle Pelot (Government Investigations & White Collar Defense) and Amy Pugliano O’Keefe (Global Business & Transactions) are featured in this coverage.

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  • Environmental, Social, and Governance Diligence on Investments in China
    Practical China: Tax & Finance Strategies | April 1, 2012

    This article examines the definition, and often redefinition, of fiduciary duties, as well as the approach that prudent fund managers will increasingly be required to take in assessing their investments in China. The column is authored by partner and leader of the firm’s China and Asia Pacific practice David Cheng, New York City Securities associate Richa Naujoks, and Hong Kong Business department associate Elena Poleganova.

  • New York State’s New Rules for Out-of-State In-House Lawyers
    Corporate Counsel | August 5, 2011

    This article highlights New York’s new rules for out-of-state in-house lawyers. Rochester Securities partner Deborah McLean is quoted throughout the article discussing the state’s decision and how the new rules clarify the requirements for all in-house lawyers in the state.

  • Nine Years Later, Sarbanes-Oxley Act Gets Mixed Reviews
    Rochester Business Journal | May 6, 2011
    This feature discusses the effects of the Sarbanes-Oxley Act nine years after it passed. Rochester Securities and Corporate Governance partner Deborah McLean provides third-party commentary.
  • Taking Stock Of The Airgas Poison Pill Ruling
    Law 360 | March 4, 2011
    The article, coauthored by Washington, DC, Securities partner Lloyd Spencer, discusses the importance of the Delaware Court of Chancery’s ruling supporting a board of directors’ decision to use a “poison pill” defense in order to block an offer it deemed inadequate.
  • Taking Stock Of The Airgas Poison Pill Ruling
    Law 360 | March 4, 2011
    The article, coauthored by Boston Securities associate Reggie Champagne, discusses the importance of the Delaware Court of Chancery’s ruling supporting a board of directors’ decision to use a “poison pill” defense in order to block an offer it deemed inadequate.
  • Ratings Agencies to Get Some Competition
    Corporate Secretary | November 23, 2010
    Washington, DC, partner and leader of the firm’s securities practice John Partigan provides third-party commentary in this article about a prominent banking analyst who is in the running to open her own credit ratings agency, which will research and compete against the big name credit ratings agencies—Standard & Poor’s, Moody’s Investors Services, and Fitch Ratings.
  • After Dodd-Frank, ‘Stand-Alone’ Committee to Oversee Risk as New Best Practice
    Corporate Accountability Report | October 8, 2010
    This feature story discusses the growing presence of stand-alone risk committees among public and private companies. Washington, DC, partner and leader of the firm’s Securities practice John Partigan is quoted throughout the piece.
  • The Emerging Role of Risk Committees
    Corporate Secretary | October 1, 2010
    This contributed article, authored by Washington, DC, partner and leader of the firm’s Securities practice John Partigan, discusses the emerging trend of forming stand-alone risk committees at both public companies and private firms.
  • The Emerging Role of Risk Committees
    Corporate Secretary | October 1, 2010
    This contributed article, authored by New York City Securities associate Dan McAvoy, discusses the emerging trend of forming stand-alone risk committees at both public companies and private firms.
  • Lawyers Just Got Busier
    Washington Business Journal | July 23, 2010
    This feature story discusses the impact of the Frank-Dodd Wall Street Reform and Consumer Protection Act. Washington, DC, Securities partner Lloyd Spencer is prominently quoted throughout the piece providing commentary on the passing of the bill.
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Events

Securities