Practice Areas

A public offering can be a huge undertaking for any business, particularly one that is unprepared for the process. Maslon's securities lawyers have guided clients through small (less than $10 million) and larger (over $200 million) equity and debt offerings. Our lawyers have the technical expertise and experience required to identify and address potential issues before they become roadblocks in the offering process. Maslon lawyers are also trained to help our clients prepare for their initial public offering - years in advance - by avoiding pitfalls that can arise from poorly structured private financing transactions.

Reverse Mergers

Not every company goes public through the IPO process. In recent years, a number of privately-held businesses have become public companies using an alternative to initial public offerings - the "reverse merger." A reverse merger transaction involves the merger of a privately-held business into a publicly held company usually with little or no ongoing business or operating assets, but which often has or is required to have, a sizeable amount of cash available for the combined company. The transaction is called a "reverse" merger because, after the transaction is completed, the stockholders of the privately held business collectively hold more than 50 percent of the public company's outstanding stock. These transactions allow the private businesses to "go public" without the usual time and expense of a traditional underwritten IPO.

Several of Maslon's Business & Securities Group lawyers have had substantial experience representing clients involved in reverse merger transactions. That experience enables us to provide practical advice and innovative solutions to the challenges reverse merger transactions often present. Collaborating with our colleagues in areas of tax, intellectual property and other areas, we are able to provide comprehensive and cost-effective service to clients contemplating reverse mergers.

Public Compliance

Publicly held companies face an increasingly complex regulatory scheme of federal and state laws designed to elicit ever-greater quantities of disclosures in ever-smaller time frames. The enactment of the Sarbanes-Oxley Act of 2002, coupled with proposed changes to Nasdaq and NYSE standards, and a continuous stream of new and proposed SEC rules have added significant layers of difficulty to an already complicated task. Our lawyers understand the nuances of SEC reporting requirements and are ready to navigate through the rules on your behalf.

The Sarbanes-Oxley Act and recent SEC rule pronouncements have also added complexities to the area of Section 16 reporting (beneficial ownership of directors, executive officers and significant shareholders of publicly held companies). Maslon's securities lawyers are experts on the rules governing this reporting process, as well as the intricate relationship between such rules and companies' stock-based compensation plans.

Recent Public Offerings

Reverse Mergers

Bold denotes representation by Maslon.

Resources:

www.sec.gov
This site is maintained by the United States Securities and Exchange Commission and contains electronic copies of registration statements and Securities Exchange Act of 1934 filings (e.g., Forms 10-K, 10-Q, 8-K, proxy statements) and certain Section 16 filings (e.g., Forms 13D, 13G) submitted to the Securities and Exchange Commission by issuers and their affiliates. This site is also and invaluable resource for checking on the status of SEC rule pronouncements and related developments.

www.seclaw.com
This site contains extensive securities law information as well as a useful summary of current events in corporate finance.

www.vfinance.com
This site contains a wealth of information about current events in the venture capital industry as well as tools for attracting venture capital investment.