We handle complex matters whether it’s around the corner or around the globe.

Skilled attorneys guiding clients through all aspects of public offerings

The attorneys at Graubard Miller have shepherded clients through hundreds of initial and other public offerings. We are regularly involved in the preparation of registration statements filed with the Securities and Exchange Commission (SEC) on behalf of issuer (both domestic and foreign) and underwriter clients. In addressing the legal requirements and procedures of public offerings, our lawyers:

Prepare and file the registration statement with the Securities and Exchange Commission, and respond to SEC comments
Handle negotiations between the company and the underwriter, including negotiation of the underwriting agreement
Arrange for listing on the appropriate stock exchange
Assure that all corporate procedures and documents meet “going public” requirements, including documents involving corporate governance, employment, and company capital structure
Guide the transaction participants through the entire “due diligence” process
Implement employee stock option plans and other compensatory arrangements
Arrange for sales by selling shareholders
Establish dividend reinvestment plans, and direct stock purchase plans
Assure compliance with the requirements of regulatory agencies such as the FINRA and state blue sky commissions

We also assist our clients after their public offerings in complying with ongoing reporting obligations and other requirements imposed by securities laws and various stock exchange listing rules. We design programs to address insider trading and other compliance issues, and counsel clients regarding securities law aspects of mergers and other corporate transactions.

Offering the level of service associated with larger firms, without the large-firm expense

According to nationally published IPO rankings, Graubard Miller has consistently ranked among the top firms in the United States based on the number of consummated IPOs in which a law firm acted as counsel for either the issuer or the underwriter.

Given the size of our firm compared to the typically larger size of other firms at the top of the IPO rankings, our consistent high placement is a considerable achievement. That placement, as well as our visibility on the mergers and acquisitions front, confirms our belief that our size and structure enable us to provide unsurpassed personalized service that larger firms in the United States are unable to provide, typically on a more cost-efficient basis than larger firms.

Public Offering Questions Issuers And Underwriters Often Raise

Companies going public and their underwriters often share the same concerns. We answer several of them in the following section:

What steps does Graubard Miller take to navigate the SEC registration statement review and comment process efficiently?

We prepare and file the registration statement, then answer each SEC comment letter, which the staff often sends within about 30 days. Clear answers to each point can cut down on later rounds. Many issuers also file a confidential draft first so the review starts before the filing goes public.

How do your public offering attorneys advise issuers and underwriters through the due diligence process and underwriting agreement negotiations?

We guide all parties through due diligence, which helps the underwriters build a defense to liability under Section 11 of the Securities Act. We also negotiate the underwriting agreement, including its terms on indemnification, lockups and closing conditions.

In what ways do you assist companies with corporate governance, stock exchange listing requirements and blue sky compliance in preparation for an IPO?

We review the company’s governance, employment and capital structure documents so they meet the rules for public companies, such as board independence. We also arrange a listing on a suitable stock exchange and handle FINRA and state blue sky filings. Stock listed on a national exchange is generally exempt from state registration, though some states still require a notice filing.

How does Graubard Miller help foreign issuers manage the regulatory requirements of listing and conducting a public offering on U.S. stock exchanges?

We prepare SEC registration statements for foreign issuers as well as U.S. companies. A foreign private issuer usually files on Form F-1, may use IFRS financial statements and later files yearly reports on Form 20-F. U.S. exchanges also let many of these companies follow home-country governance rules in place of some listing standards if they disclose the differences.

What post-offering legal support do you provide to maintain ongoing SEC compliance, stock exchange reporting and insider trading governance?

After the offering, we help clients meet SEC reporting duties on Forms 10-K, 10-Q and 8-K, along with stock exchange rules. We also design insider trading compliance programs, which now carry more weight because public companies must disclose whether they have adopted insider trading policies.