Kelley Drye delivers comprehensive counsel and insights to issuers, underwriters, placement agents and shareholders in an array of finance transactions, including direct-to-investor placements, private offerings, public debt and equity offerings and multi-tranche international offerings. The firm also helps securities market professionals comply with regulatory requirements, and guides clients as they form corporations as vehicles for enhancing operations or for investment. Clients frequently engage the firm when transactions are in the early stage to draw upon Kelley Drye's ability to evaluate their plans and develop effective strategies for moving forward. The firm then handles all subsequent legal matters, from deal structure, to negotiations, to managing the array of letters, proposals and agreements that accompany these complex transactions. Whether your transaction is large or small, you work with a legal team that it responsive, accessible and attuned to your priorities every step of the way.
Kelley Drye's Corporate Finance and Securities lawyers also have extensive experience with equity-based compensation and benefit funding, periodic reporting, insider trading and reporting, investor relations, public disclosure and corporate governance. The firm has significant capabilities in these areas:
- Public Offerings – Representing underwriters and issuers in connection with initial, follow-on and secondary public offerings for domestic and foreign issuers. These transactions involve offerings of common stock and warrants, preferred stock, senior notes, debt securities and units consisting of common stock, debentures and warrants. The group also handles agreements that regulate what owners and senior managers can do with the shares they receive from an acquiring company.
- Private Offerings – Working with issuers and placement agents to execute private offerings that involve securities types mentioned above, as well as under Regulation S and Rule 144A. The firm's lawyers also represent these same parties in connection with private offerings of limited partnership interests for hedge funds, income funds and equity funds, among other offerings.
- Reporting Companies – Supporting clients by preparing and filing reports with the SEC; ensuring compliance with the rules of the NYSE, the NASDAQ National Market, the NASDAQ SmallCap Market and the OTC Bulletin Board; ensuring fair disclosure of material developments and negative news; conducting stock repurchase programs; preparing proxy and information statements; assisting with compliance with insider trading laws; and other matters.
- Capital Markets and Regulatory Matters – Helping broker-dealers, investment advisors and beneficial owners of shares of reporting companies to comply with requirements of the SEC, NASD, NYSE and other securities exchanges. The firm guides them in complying with rules governing trading activities, net capital, sale of restricted securities and other matters. Kelley Drye also assists organizations as they formulate and adopt new regulations.
- Tender Offers – Representing acquirers in both friendly and hostile tender offers, and providing defensive strategies in hostile tender offer scenarios. Public companies look to Kelley Drye to structure corporate defense mechanisms such as so-called poison pills and shark repellents.
- International Clients – Guiding foreign clients in their U.S. and offshore offerings and helping them comply with U.S. reporting and other requirements. The firm also represents clients in complex transactions that have no U.S.-based nexus. Client transactions benefit from a legal team that is fluent in more than a dozen languages and is recognized for its ability to work cooperatively and productively with the client's chosen transaction team.
