Securities Finance & Compliance

Rasco Klock’s Securities Finance and Compliance Practice Group specializes in representing entrepreneurs, start-ups, early stage, emerging growth, mid-stage and Fortune 500 companies in their stock offerings and securities law compliance.

We help emerging companies develop their capital structure through seed financing (investments by friends and family), angel investor financing (investments by accredited investors), and venture capital financing (investments by venture capital firms).

In connection with a private placement of securities, we prepare investor suitability questionnaires, subscription agreements, private placement memorandum, and promissory notes as applicable. We provide guidance to our clients ensuring that the private placement complies with the requirements of applicable federal and state securities laws and satisfies the conditions of exemptions from the registration requirements of applicable federal securities laws (and the regulations there under, such as Rule 506 of Regulation D), and of applicable state securities laws, also known as “blue sky laws.” We also facilitate the filing of a Form D with the Securities and Exchange Commission and the filing of required “blue sky law” filings under applicable state securities laws.  We also counsel clients with respect to unregistered securities offered to employees under employee benefit plans and the applicability of exemptions from registration (such as Rule 701 of Regulation D).

We provide legal advice and services to issuers of securities and venture capitalists in connection with venture capital financings. Our legal services as to venture capital financing include:

  • Representation in connection with initial negotiations;
  • Counseling clients with respect to terms and conditions of an anticipated financing;
  • Drafting, reviewing and negotiating term sheets;
  • Conducting due diligence; and
  • Drafting, reviewing and negotiating all venture capital transaction documents, which may include (i) amended and restated articles or certificate of incorporation or certificate of determination or designation (depending on the state), providing the rights, preferences and privileges of the securities to be issued in the transaction, including dividend rights, redemption rights, liquidation preference, conversion rights, voting rights, anti-dilution rights, and protective provisions, and (ii) common stock purchase agreement, preferred stock purchase agreement, investor rights agreement, right of first refusal and co-sale agreement, voting agreement, warrants, note purchase agreement, and other documents and agreements related to the venture capital financing.

In connection with registered public securities offerings, we prepare the public offering documents, such as the registration statement, and interface with the Securities and Exchange Commission through its review process until the Securities and Exchange Commission declares the registration statement effective. We also assist clients list their securities on the various national securities exchanges and automated quotation systems.  In addition, we prepare and file universal shelf registration statements (registering various forms of securities as well as rights under shareholder rights plans (also known as “poison pills”)). Furthermore, we prepare and file registration statements registering securities in connection mergers and acquisitions and stock repurchase plans.

We also assist clients in drafting stock-based incentive plans and registering the securities offered under such plans. These types of plans include:

  • Long term incentive plans providing for the granting of awards of stock options, stock appreciation rights, restricted stock, deferred stock units, unrestricted stock, dividend equivalent rights, phantom shares, performance shares and other performance-based awards, and other equity-based awards;
  • Non-employee director stock plans;
  • Deferred compensation plans;
  • Stock purchase plans; and
  • Dividend reinvestment plans.

In connection with an initial public offering, we assist the client in establishing the public company required corporate governance practices and procedures, including:

  • Establishing audit, compensation and nominating committees and preparing the related committee charters;
  • Advising and instructing the directors and committee members with respect to their duties and responsibilities as members of a public company; and
  • Preparing an Insider Trading Policy and Code of Ethics.

We assist clients (publicly traded companies, executives, and investors) with securities filings and continuous reporting responsibilities, including federal reporting requirements such as periodic, quarterly, and annual reports and proxy statements, and the reporting requirements imposed by the stock exchanges. We strive to assist clients in implementing systems and controls to ensure compliance with applicable reporting requirements, and provide advice and assistance respect to:

  • Periodic Reporting (Forms 8-K, 10-Q and 10-K);
  • Employee Stock Purchase, Savings and Similar Plan Reporting (Form 11-K);
  • Insider Reporting (Section 16 Compliance, Forms 3, 4 and 5);
  • Beneficial Ownership Reporting (Regulation 13D/G Compliance, Schedules 13D and 13G);
  • Proxy Statements (Schedule 14A) and Proxy Solicitation;
  • Public Disclosures (Rule 10b-5 Duties);
  • Fair Disclosure Reporting (Regulation FD Compliance);
  • Restricted Stock Resales (Rule 144 Resales); and
  • Shareholder Proposal Issues (Rule 14a-8).
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