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Corporate and Business Counseling
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Public Securities

Overview of Public Securities Practice

 

Pedersen & Houpt counsels start-up and middle market companies and their executives in connection with various securities law issues.  Our firm has worked with several public companies and their directors, officers and major shareholders in preparing required reporting documents, including Forms 10-K, 10-Q and 8-K, proxy statements and Schedules 13D and 13G.  Our attorneys also have experience in counseling boards of directors, board committees and individual directors regarding public company corporate governance issues, including compliance with Sarbanes-Oxley.

 

Pedersen & Houpt has extensive experience in handling initial and subsequent public offerings and have also worked with public companies in "going private" transactions.  Our attorneys have also represented clients in connection with other types of public securities issuances, including 144A offerings and private investment-public execution (PIPE) vehicles.

 

Pedersen & Houpt also represents private investors in connection with their investment in public companies by providing guidance on the requirements of various state and federal securities laws.  Our attorneys also have experience in advising clients on the securities law aspects of private equity and hedge fund formation and have assisted clients to comply with state and federal investment adviser and broker-dealer regulations.

 

The following are some specific examples of our Public Securities experience:

 

  • Pedersen & Houpt represented a publicly-traded manufacturer and distributor of specialty dairy products headquartered in the northern suburbs of Chicago in preparing all of the client's required public filings.  Our attorneys also counseled this client on various corporate governance issues associated with the ongoing operations of the corporation.

  • Pedersen & Houpt represented a publicly-traded gaming components manufacturer in connection with all of their securities law issues, including the preparation and filing of their 10-K, 10-Q and 8-K reports, proxy statements and Schedules 13D and 13G for its directors, officers and major shareholders.  We also assisted this client in the negotiation of a PIPE transaction to raise funds to fund the expansion of the corporation's manufacturing facilities and strategic acquisitions.

  • Pedersen & Houpt represented a national propane cylinder exchange provider in connection with a $40 million initial public offering and a shelf registration of shares to fund acquisitions as part of its industry roll-up strategy.

  • Pedersen & Houpt represented a "public shell" entity which was delinquent in making various quarterly and annual filings which initiated voluntary compliance efforts with members of the staff of the Securities and Exchange Commission to restore the company to compliant status in order to engage in a "reverse merger" with a privately-held company.

  • Pedersen & Houpt represented an investment advisory firm based in Chicago in reviewing the firm's compliance manuals and administrative procedures to ensure compliance with state and federal investment adviser regulations.

  • Pedersen & Houpt has counseled several private equity funds, hedge funds and investment advisors to ensure the fund's compliance with "blue sky" and other securities law compliance issues.
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