Securities & Corporate Governance

Quick Contacts

The Securities team at Gray Plant Mooty has extensive experience helping companies attract capital and navigate securities law. Our team comes to the table with expertise in a broad range of securities offerings—private placements, public offerings of debt and equity securities, as well as ongoing compliance requirements. We also work with companies on securities-related issues associated with spin-offs, mergers, financings, and unsolicited takeover offers. And we’ve recently helped clients respond to the current economic landscape by taking their companies private.

We can advise you on issues related to the Securities Act of 1933, including:

  • Initial public offerings (IPOs)
  • Secondary public offerings
  • PIPEs
  • SPACs
  • Going private transactions
  • Regulation S offerings

We can advise you on issues related to the Securities Exchange Act of 1934 and other matters facing public companies, including:

  • Compliance with proxy rules for shareholder meetings and transactions requiring shareholder approval
  • Initial and continued listing requirements of national securities exchanges and associations
  • Insider trading and related reporting issues
  • Periodic and current reports
  • Soft disclosures as required by Regulation FD
  • SEC comment letters on periodic reports
  • Confidential treatment and no-action requests

To help you comply with the requirements of the Sarbanes-Oxley Act, we assist with:

  • Board committee charters and requirements
  • Board expertise and independence requirements
  • CEO and CFO certifications, including back-up procedures
  • Corporate codes of ethics
  • Corporate governance policies and procedures
  • Whistleblower policies and procedures

We can also advise your officers and directors on a variety of issues such as:

  • Executive compensation matters, including stock options
  • Investor relations and corporate communications, including press releases and online communications
  • Special obligations of corporate officers and directors
  • Change of control duties and procedures
  • Fiduciary duties of directors in addressing routine matters, as well as more complex divisions involving transactions, financings, equity offerings, and other matters occurring outside the ordinary course of business
  • Purpose and use of special committees in corporate transactions involving insiders and affiliates

Representative Clients

  • Famous Dave's of America, Inc.
  • Flexsteel Industries, Inc.
  • Golden Entertainment, Inc. (f/k/a Lakes Entertainment, Inc.)
  • National American University Holdings, Inc.
  • NVE Corporation
  • Osprey Medical Inc.
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