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Practices

Securities

Carter Ledyard & Milburn LLP’s securities practice group has extensive collective 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
  • security ownership filings under the Securities Exchange Act of 1934 (Schedules 13D and 13G, and Section 16(a) reports)
  • “going private” transactions

We represent numerous publicly traded domestic and foreign issuers, including a leading company in the high-end hotel and leisure business; a Bermuda-based global reinsurance holding company and a major sea and train passenger and cargo company. 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, including technology, aerospace, telecommunications and security systems companies; 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:

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

Related Practice Areas

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

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