Public Offerings

Graubard Miller has 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
• 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 Expense

According to the Corporate Scoreboard IPO rankings during the ten-year period from 2002 to 2011, Graubard Miller ranked 13th in the nation based on the number of consummated IPOs in which a law firm acted as counsel for either the issuer or the underwriter. We placed eighth in the nation in representing issuers.

During this ten-year period, David Alan Miller, our Managing Partner, ranked first in the nation in the individual lawyer category of supervising representation of issuers and underwriters combined. He also ranked first in the category of supervising representation of issuers.

Given the size of our firm compared to the 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 M&A 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.