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Federal and State Securities Law Compliance

Many of our lawyers focus their practices on securities issues.  We have broad experience in all aspects of securities law compliance – from corporate governance and compliance with federal and state securities laws to public and private securities offerings and transactions involving a wide range of business structures.  We use that experience to assist our clients in navigating the increasingly complex, and constantly changing, regulatory framework imposed by the Securities and Exchange Commission (SEC), other federal regulators and national securities exchanges, as well as by state corporate law and regulators.  Because many of our clients are organized under Ohio and Delaware law, our lawyers have particular proficiency in the corporate and securities laws of those states. 

Securities Exchange Act of 1934 

Large and small publicly held companies seek our counsel on many different federal and state securities compliance and disclosure matters.  We assist our public company clients in preparing their periodic and current reports required under the Securities Exchange Act of 1934 and provide counseling on proxy solicitations and shareholder communications.  We regularly interact with representatives of the SEC and the national securities exchanges regarding disclosure obligations and compliance with corporate governance standards.  Our lawyers also advise our clients on the reporting and short-swing profit obligations of directors, officers, and significant shareholders, as well as on insider trading prohibitions. Our experience with banking laws as well as the regulatory framework under the Securities Exchange Act of 1934 has enabled us to advise numerous clients with respect to the various programs arising from the Emergency Economic Stabilization Act of 2008 and the American Recovery and Reinvestment Act of 2009.  In the course of our representation, we have addressed not only the regulatory requirements but also the implications of these programs upon executive compensation and corporate governance decision-making.

Public and Private Securities Offerings and Venture Capital

We provide corporate finance and securities representation to public and private companies and investors in many industries, including retail, manufacturing, insurance, consumer products, home building, information technology, restaurant, financial institutions, air transportation, and energy.  Our investor clients include private and angel investors, venture capital firms, and various lenders.

Our lawyers assist our clients with all types of securities transactions under the Securities Act of 1933 and Ohio state securities laws, including registered public offerings of equity and debt securities involving initial public offerings, secondary offerings, exchange offers and business combinations and “shelf registrations”, private offerings of equity and debt securities by both public companies and privately-held companies, and going private transactions. 

Our securities practice is client-focused.  We believe it is crucial to understand our clients’ businesses and business needs so that we may provide efficient and timely securities representation that is responsive to those needs.  We believe in providing first-class legal services that are carefully focused on our clients’ goals. 

Our lawyers have been involved in the following recent securities offerings and transactions. We have represented: 

Our public-reporting clients include the following companies:  Abercrombie & Fitch Co.; A. Schulman, Inc.; Big Lots, Inc.; Bob Evans Farms, Inc.; Camco Financial Corporation; Diamond Hill Investment Group, Inc.; First Defiance Financial Corp.; M/I Homes, Inc.; NB&T Financial Group, Inc.; Ohio Valley Banc Corp.; Park National Corporation; Peoples Bancorp Inc.; Retail Ventures, Inc.; and Worthington Industries, Inc.

Practice Contact

Adam K. Brandt
614.464.6426
akbrandt@vorys.com

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