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Securities Practice

Carter Ledyard & Milburn LLP’s securities practice group has extensive experience representing issuers and underwriters in a broad range of capital market transactions for domestic and foreign companies.

In the recent past we provided legal advice in innovative and highly sophisticated securities transactions, for instance, in the creation of the first U.S. exchange-traded fund to invest solely in a commodity (gold), the organization of an offshore fund organized exclusively to develop commercial real estate in Russia, and the conversion of the largest Canadian owner-operator of multi-family residential housing into a real estate investment trust.

The scope of securities transactions we regularly provide legal advice on includes:

• registered primary and secondary equity and debt offerings under the Securities Act of 1933
• unregistered equity and debt offerings (private placements, Rule 144A transactions, commercial paper programs and issuances of securities under court approved plans)
• private investments in public equity (“PIPEs”)
• cross-border transactions, including U.S. offerings by foreign issuers and offshore offerings by U.S. issuers under Regulation S
• security issuances in connection with mergers and acquisitions
• tender offers and “going private” transactions

We represent many publicly traded domestic and foreign issuers, including a leading company in the high-end hotel and leisure business; a major sea and train passenger and cargo company; a manufacturer of fine filters for the life sciences and industrial markets; and a leading producer of newsprint and coated groundwood papers. We also represent numerous Canadian investment banks, income trusts, energy trusts and oil and gas exploration and production companies; Irish and Australian biotechnology companies; numerous Israeli companies in the technology, telecommunications, software and security systems fields; companies in the healthcare industry; and software and Internet companies.

We also advise U.S. and foreign issuers and their executive officers, directors or shareholders in the following areas:

• periodic and current reporting under the Securities Exchange Act (Forms 10-K, 20-F, 10-Q, 8-K and 6-K)
• Sarbanes-Oxley Act compliance
• management solicitation of shareholder proxies and consideration of shareholder proposals for inclusion in issuer proxy statements
• compliance with the listing requirements of the NYSE, NASDAQ, AMEX and other listing venues
• insider and principal shareholder reporting

Related Practice Areas

The firm’s experience in securities transactions is complemented by the firm’s other practice areas, including banking and commercial lending; corporate investigations by government regulators; corporate trust; employment law and employee benefits; environmental law; government relations and regulatory affairs; health care; insolvency and creditors’ rights; investment management; litigation; mergers & acquisitions; private equity; real estate; regulation of broker-dealers, investment advisers, financial services and commodity trading advisors; tax; technology and intellectual property; telecommunications and media regulations; white-collar crime and defense.

Please contact us to learn how Carter Ledyard & Milburn LLP can facilitate your securities transactions.