Securities Law
Securities Law for Privately Held and Publicly Traded Companies
The business lawyers at Ciesla & Ciesla represent privately held and publicly traded companies with initial offerings and listing maintenance. We also advise investors, traders and brokerage firms under investigation or facing potential penalties for violations of federal or state laws or securities rules.
Our attorneys have significant experience handling certain aspects of securities law. Whether your company is interested in pursuing an initial offering or requires defense in an investigation or securities litigation, Ciesla & Ciesla can assist. Contact our Northbrook law office to schedule a consultation.
Initial Public Offerings (IPO) and Private Placement Memoranda
The federal Securities Act of 1934 requires that any offering of securities for sale be registered with the Securities and Exchange Commission (SEC) and that a prospectus be delivered to investors. Smaller businesses may be exempt under Blue Sky regulations from the requirements that govern OTC offerings.
Our firm helps clients complete their federal SEC registration and their state registration for initial offerings of securities. We help companies get listed on the New York Stock Exchange, the American Stock Exchange and the NASDAQ. Services we provide for clients in the early stage of offerings include:
- Preparing initial registration documents such as S-1, S-2, S-3, S-4 and S-8 for larger companies, and Forms SB-1 and SB-2 for small business issuers
- Preparing and filing of Form 8-A, Form 10 and Form 10-SB for resale of securities
- Offering advice on possible exemptions to the federal and state registration process under Regulation A, Regulations D, Rule 800, Rule 801 and Rule 802
- Providing advice on safe harbors from registration under Rule 144, Rule 144A, Rule 701 and Regulation S
- Offering advice on exemptions from rescale registration under Rule 144, Rule 144A and Rule 145
Maintaining Your Listing
We assist client companies that are listed with an exchange or that otherwise have registered securities with the SEC with regulatory compliance, Sarbanes-Oxley requirements, and preparation of required registrations and materials, including:
- Annual reports (10-K and 10-KSB) and quarterly reports (10-Q)
- Reports for material corporate events (8-K)
- Proxy statements
- Executive reporting with Form 3 when an executive becomes a reporting person, Form 4 when an executive has a transaction he/she is required to report, and Form 5 for annual disclosure
- Required disclosures related to mergers, stock swaps or stock exchanges for shares
SEC or DOJ Investigation and Securities Litigation
We represent clients under investigation by the SEC, the Department of Justice, or other state or federal administrative agencies for failing to comply with securities regulations or laws or for insider trading. We work with clients to produce documentation and represent clients in hearings.
Our securities attorneys represent clients in civil litigation for disputes regarding the purchase and sale of stocks, trades not completed, failure to follow the rules of the exchange, failing to disgorge profits, and federal and state disclosure violations.
Contact the Northbrook law office of Ciesla & Ciesla to schedule a consultation. We represent clients throughout the greater Chicago area, in DuPage County, Lake County and Cook County.
