The Dinsmore team counsels clients on a broad range of regulatory and operational issues facing registered and unregistered investment advisers. Our team includes former senior in-house lawyers, lawyers who formerly worked at the Securities and Exchange Commission (SEC) and state s regulators and have ongoing relationships with and insights into these regulators. We represent registered investment advisers of all sizes and in all stages of development, from inception and initial registration with either the SEC or applicable state securities law regulators, through multistate expansion and advisory product innovation. With the advent of more aggressive SEC audits and enforcement, we have assisted numerous advisers in responding to the SEC and working out acceptable solutions to audit issues raised by the SEC. We also advise clients regarding the mandatory IARD electronic filing system for investment advisers.
Through Dinsmore Compliance Services, we offer complete compliance solutions for investment advisers, including wealth managers, portfolio managers, municipal advisers, ’40 Act fund advisers, ERISA advisers, private funds advisers, hedge funds, TAMP’s, and more. Dinsmore Compliance Services takes compliance beyond traditional consulting with integrated services that embody the compliance policies, procedures, and practices required under Rule 206(4)-7 of the Advisers Act, including fully outsourced Chief Compliance Officer (CCO) solutions.
Connect with our Investment Advisers team and let us know how we can help.
Private Placements
Businesses raising capital in the United States through the sale of securities have a choice of registering those securities and selling them in a public offering or selling them in a transaction exempt from registration, or a private placement. State and federal regulation provide a number of alternatives in structuring private placements, which include friends and family investments, angel investments, and institutional and venture capital investment. Any kind of security can be offered in a private placement, including notes, common stock, preferred stock, convertible notes, SAFEs (security agreement for future equity), warrants, and options among others.
Our attorneys are adept at navigating federal and state securities regulation to determine the most appropriate structure and exemption for a particular offering. Most importantly, we have helped clients of all sizes raise capital in various industries across the spectrum from breweries and banks to major league baseball teams.
Public Company Reporting, Compliance and Governance
We work closely with our clients to help them fulfill their reporting responsibilities under the securities laws, helping them stay abreast of evolving SEC reporting requirements, the listing standards of the stock exchanges, and, when appropriate, new reporting requirements when proposed or adopted by the SEC.
Our attorneys prepare and review annual, quarterly and other periodic reports; proxy statements; Rule 144 transactions and reports under Section 13 and Section 16. In addition, our Compliance and Governance team provides board-level or C-suite advice regarding corporate governance and disclosure matters, including investor relations, proxy contests, takeover defense counseling, executive employment and compensation matters, incentive compensation, director fiduciary duty issues, and other trading policies and counseling.
We provide corporate governance and disclosure insights that are both practical due to serving as disclosure counsel to public companies throughout the United States and technical due to the team, which includes former senior attorneys at the U.S. Securities and Exchange Commission and state securities regulators.
Public Offerings
Our firm is a trusted adviser to both issuers and investment banks in successfully executing strategic and capital raising transactions across a range of industries, including financial services, health care, retail, brewing, manufacturing, technology, agriculture, construction, mining, energy, and utilities.
Due to our experience, representing both issuers and investment banks coupled with our attorneys past employment with state and federal securities regulators, our attorneys are able to efficiently and effectively pilot deals from launch through pricing and closing.
We help clients achieve a full spectrum of capital markets transactions, including:
- Initial public offerings, secondary, and follow-on stock offerings
- Investment grade and high yield debt offerings
- Convertible notes and other equity linked securities offerings
- Liability management transactions, such as tender offers, exchange offers, consent solicitations, amendments, and waivers
- Spin-offs, split-offs, and other carve-out transactions
- Equity forwards and other complex derivative transactions
- Rule 144A, Regulation S, Section 4(a)(2)/Regulation D, PIPEs, and other unregistered offerings
- At-the-market stock offerings
- Block trades and bought deals
- Stock exchange listings