The Corporate Finance and Securities Practice Group has one of the most active practices in the country.

We assist issuers, underwriters, placement agents and shareholders in all types of private placements, public offerings, acquisitions, recapitalizations, asset securitizations and other finance transactions. These transactions range from direct-to-investor placements by emerging growth companies, investment funds and other issuers "public style" to Rule 144A private offerings to concurrent underwritten public debt and equity offerings and multi-tranche international offerings.

We advise companies and their directors and officers on equity-based compensation and benefit funding, periodic reporting, insider trading and reporting, investor relations, public disclosure and corporate governance.

We counsel broker-dealers and other securities market professionals on compliance with NASD and SEC regulatory and reporting requirements.

We draw on the strengths and support of other practice groups within Kelley Drye in such areas as securities industry regulation, securities litigation, employee benefits, tax and labor to deliver integrated services that accomplish all of our clients' objectives.

Services Provided to Clients

Our Corporate Finance and Securities Practice Group is most often involved in transactions at an early stage. Our services include:

• Providing assistance in evaluating and developing strategies for transactions
• Structuring, negotiating and drafting engagement letters, confidentiality agreements, initial proposals, indications of interest and letters of intent
• Analyzing business plans
• Conducting due diligence and analysis of regulatory requirements (with the assistance of other practice groups such as the environmental, communications, health care, venture capital, product liability and banking practice groups)
• Drafting and negotiating registration statements and prospectuses, underwriting agreements and documents, private placement memoranda and offering circulars, placement agency agreements, subscription documents, founder, stockholder and employment agreements, and option and restricted stock plans and agreements

We also are frequently involved in forming corporations, limited liability companies and limited partnerships, both to establish and acquire operating businesses and to act as investment vehicles.

By maintaining an electronic-based file of standard documents and checklists, attorneys and paralegals in our Group have the ability, on an expedited and efficient basis, to generate the requisite documents.

Public Offerings

Our Group represents both underwriters and issuers in connection with initial, follow-on and secondary public offerings for domestic and foreign issuers in domestic and international markets. These include offerings of:

• Common stock and warrants
• Preferred stock (including convertible preferred stock, market auction preferred stock and preferred stock with floating dividend rates)
• Senior notes, senior subordinated notes, convertible debentures and other debt securities
• Units consisting of common stock, debentures and warrants

In those instances where our clients are founders and venture capital investors selling their interests in companies they created or members of senior management of the companies being sold, and in similar scenarios, we devote special attention to those agreements which regulate their rights in and to dispose of any shares of the acquiring corporation which they may receive in consideration for the sale, including voting arrangements, antidilution protection, rights of first refusal and "tag along" and "drag along" provisions.

Private Offerings

Our Group represents issuers and placement agents in private offerings involving the types of securities described above as well as under Regulation S and Rule 144A. In addition, we represent issuers and placement agents in connection with private offerings of limited partnership interests for "hedge" funds, income funds and equity funds as well as private offerings of shares of corporations and limited liability companies with operating businesses.

Reporting Companies

Our Corporate Finance and Securities Practice Group has extensive experience in:

• Preparation and filing of annual, quarterly and interim reports with the SEC
• Compliance with the rules of the NYSE, the NASDAQ National Market, the NASDAQ SmallCap Market and the OTC Bulletin Board
• Disclosure of material developments and "negative news" and compliance with Regulation FD (Fair Disclosure)
• Establishment and conduct of stock repurchase programs
• Preparation of proxy statements and information statements
• Compliance with short swing profit rules and other obligations of insiders under the Securities Exchange Act of 1934
• Use of employer securities in executive compensation

We regularly advise clients on corporate governance matters relating thereto, including Board committee composition and duties and determination of "independence" and "financial expertise." Corporate governance services have been in extraordinary demand following the passage of the Sarbanes Oxley Act of 2002 and the proposal and adoption of the rules by the SEC, the NYSE and NASDAQ relating to corporate governance.

Capital Markets and Regulatory Matters

Our Group represents broker-dealers, investment advisors and beneficial owners of shares of reporting companies with respect to compliance with requirements of the SEC, the NASD and the NYSE as well as other national and foreign securities exchanges. These include requirements applicable to trading activities, net capital, sale of restricted securities, reporting obligations, syndicate operations, due diligence and short swing profits. We also represent securities industry groups and self-regulatory organizations with respect to the formulation and adoption of new regulations, such as foreign securities margin regulations.

Tender Offers

Our Group represents acquirers in both friendly and hostile tender offers, and assists in the defense of hostile tender offers. We also represent public companies in establishing poison pills, shark repellents and other corporate defense mechanisms and in connection with proxy contests.

International Focus

The Group represents non-U.S. based clients in U.S. and offshore offerings and compliance with U.S. reporting and other requirements. Increasingly, we represent non-U.S. clients in complex transactions which require sophisticated structural, documentation and negotiation services, but which do not necessarily have any U.S.-based nexus. We maintain the capacity to staff transactions with attorneys who are fluent in more than a dozen languages and take particular pride in our ability to work closely as part of the transaction teams established by our non-U.S. clients.

Our Approach to Client Service

We represent many clients on an ongoing basis, as well as clients who, based upon our expertise and reputation, retain our services for specific transactions. Based on our successful experiences in large transactions demanding extensive analysis and capabilities as well as small transactions requiring focus on costs, critical issues and efficiency, we have developed capabilities, staffing practices and organizational procedures that produce value-added results for our clients. No matter how large or small the transaction, we pride ourselves on being truly responsive and accessible to our clients at all times. In doing so, we recognize that we are part of a team assembled by our client for a particular transaction and work in that capacity to successfully achieve our client's timing and business objectives.

For further information about Kelley Drye's Corporate Finance & Securities Practice Group, please contact:

M. Ridgway Barker
(203) 351-8032
mrbarker@kelleydrye.com