KJK’s securities attorneys focus on the complex regulations surrounding capital raises, equity investments and equity compensation plans. The team at KJK is known for its hands-on, in-house counsel approach to creative problem solving for our clients. We represent companies of all sizes ranging from start-ups seeking angel investors to large publicly traded companies.
Additionally, our securities attorneys counsel brokerage firms, placement agents, individual brokers and investment advisors in matters of ongoing regulatory compliance. We have comprehensive experience working with regulatory authorities such as the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA), the Ohio Division of Securities and the stock markets and exchanges. Our securities and litigation groups team up to provide securities litigation and represent broker-dealers and investment advisors in arbitrations and enforcement actions.
Securities issues we can help with
- Debt and equity financing
- Capital formation via both initial and secondary public offerings
- Private placements and direct offerings, including section 506(b) and 506(c) exemptions
- ’34 Act reporting for public companies, directors, officers and other “control” persons, including Sections 13 and 16 reporting and compliance
- Business combinations and going-private transactions
- SEC comment letters
- Rule 144 and Section 4(a)(1) opinions
- State “blue sky” compliance
- Annual, quarterly and current reports along with reviews of related press releases and analyst presentations
- Proxy statements and shareholder proposals
- Compliance with securities exchange listing standards
- Tender offers and consent solicitations
- Proxy contests
- Sarbanes-Oxley and Regulation FD compliance
Experienced Professionals:
Why Choose KJK For Your Team of Securities Attorneys?
KJK is the ideal choice for your team of securities attorneys. Besides being seasoned professionals in securities law, KJK prioritizes a business’ life cycle, from formation, through seed-round capitalization and later fundraising rounds, all the way to sale or even an IPO.
KJK proudly represents businesses of all sizes across a diverse range of industries, including real estate, technology, energy, manufacturing, consumer products and more. Whether you’re a startup, middle-market, or a publicly traded company, our skilled and knowledgeable securities legal team is here to help. We also represent investors, including family offices, angel investors, venture capital firms, and other private equity firms.
Representative Experience
- Representing a publicly traded manufacturing company in its acquisition by another public company in a tender offer for approximately $413 million
- Representing an internet start-up having a valuation in excess of $40 million in its formation and structuring, and assisting it with its first three rounds of private financing
- Counseling the new management group of an Amex-listed real estate company in connection with the reorganization of its properties and capital structure
- Representing a publicly held insurance company in a $45 million secondary offering
- Serving as underwriters’ and bond counsel in connection with the issuance and refunding of revenue bonds issued by the City of Cleveland
- Counseling a publicly held real estate investment trust in its reorganization and a roll-up transaction involving the acquisition of a self-storage company valued at $25 million
- A publicly held utility holding company in a $21 million secondary offering of primary and secondary shares
- Advising a dissident shareholder in successful proxy contests for control of publicly held utility companies
Our Background:
KJK’s Securities Experience
KJK’s securities attorneys have extensive experience representing our clients in connection with securities matters. Our lawyers have represented publicly traded companies in secondary offerings, including an insurance company in a secondary offering worth $45 million, along with a utility company in a secondary offering of $21 million.
KJK’s securities attorneys have experience representing a manufacturing company in its $413 million acquisition by another public company. Additionally, we’ve worked with technology startups with valuations in the tens of millions, assisting them in raising multiple rounds of private financing, including seed rounds, convertible notes, Series A and B rounds, as well as negotiating exit transactions and mergers. We’ve also been on both sides of successful proxy contests, helping a publicly traded energy producer defend against a complex proxy contest as well as advising dissident shareholders on successful proxy contests.
The team also has experience serving as counsel to private equity funds, including formation and fundraising and all the way through the investment process. KJK’s securities attorneys also work closely with KJK’s M&A attorneys in the acquisition and sale of portfolio companies as well as KJK’s corporate and employment attorneys as outside general counsel serving the day-to-day legal needs of both funds and their portfolio companies.
We’re here to help:
What KJK Can Do for You
The KJK securities team can offer legal counsel across the spectrum of corporate and securities law. We represent clients in challenging situations and can help you with capitalization, risk management, securities and regulatory compliance.
Securities Offerings & Private Equity Financing
KJK’s securities attorneys are highly experienced in a vast array of fundraising and capitalization methods, whether through private placements or the public capital markets. Private placements refer to capital raises outside of public markets in which individuals or companies invest in other companies that are not listed for trading on an exchange or where the securities being sold are not registered. Though it seems simple, these offerings can be complicated and there are significant state and federal regulations that must be followed. Our securities attorneys can guide you through this process and advise on negotiations with investors.
In contrast, initial public and secondary offerings as well as Regulation A “mini IPOs” refer to an investment opportunity via a public sale of company securities. At KJK, our lawyers help clients navigate these public offerings.
Shareholder, Operating & Partnership Agreements
Depending on the type of company you form, these agreements may be called different things, but fundamentally, partnership, shareholder and operating agreements govern the relationship between company owners and include provisions that determine companies’ management, operations and financing structures.
One common provision in agreements for privately held companies is a restriction on individuals selling their shares, whether outright or via a right of first refusal or right of first offer. This prevents shareholders from selling shares without the consent of other shareholders. Our securities attorneys can assist in the drafting of these agreements.
Our experience representing private equity firms in investments, along with advising clients on acquisitions and sales, has gotten us to where we are today. With 18 talented team members and a vast amount of combined experience, we provide sound legal counsel to all our clients.
Securities Compliance
Securities compliance is complicated and requires an in-depth understanding of both federal and state laws. In addition to the U.S. Securities and Exchange Commission (SEC), securities compliance includes following the rules and regulations set by the Financial Industry Regulatory Authority (FINRA) as well as the relevant securities exchange (e.g. the New York Stock Exchange, NASDAQ, etc.) in addition to rules set by state regulators. KJK has significant experience with SEC and FINRA rules, as well as deep knowledge of both Ohio and Delaware corporate law and regulations.
Regulatory Investigations
Regulatory investigations follow a formal request regarding information on a company’s bookkeeping, investments and financial history. KJK represents clients who are undergoing investigations for regulatory compliance, whether or not there is a trial. For example, when broker-dealer clients face examinations from the SEC, our securities and litigation teams can help you navigate these enforcement actions. KJK has extensive experience counseling clients in regulatory compliance and working with authorities like the Ohio Division of Securities and FINRA.
Securities Litigation
Securities litigation is a complex area of law encompassing high-stakes cases that usually involve significant damages. KJK’s securities litigation attorneys represent individuals with issues before federal and state securities regulators.
Our securities litigators also represent clients and companies in arbitrations before FINRA and the American Arbitration Association (AAA), with our knowledge of the industry benefiting any case we take on.
Get in Touch:
Contact Our Team
Whether you’re a startup founder, company shareholder, private investor or facing a securities investigation, the securities attorneys at KJK are here for you. We focus on the full life cycle of our client’s businesses and are skilled communicators with government agencies.
Our lawyers handle regulatory compliance issues along with advising shareholders on buy-sell agreements. Call us today to learn more about how we can help you or your company in the complex practice of securities law.