Securities & Corporate

US securities laws are complex, and US corporate law varies across states.  In Europe, these areas are often the domain of large US law firms advising large corporations and banks.  My practice in these areas is now designed for small to mid-sized companies.

Since 2000, I have advised on US securities and corporate law in over 20 cross-border public offerings, stock exchange listings and private placements in Germany, Switzerland, Austria, Denmark and the USA.  A common and satisfying transaction in this field has been the private placement of shares for Biotech / Pharma companies engaging in an IPO.  Counsel from its own US attorney can significantly increase the efficiency of the transaction for these companies.

My work in US securities and corporate law has included, inter alia,

• SEC-registered IPO and stock exchange listing in the USA
• Private placements under Rule 144A
• Private placements under Section 4(2)
• Private placements under Regulation D
• Securities disposals under Rule 701 (ESOPs)
• Public offerings under Regulation S
• Resales under Regulation S
• Resales of restricted securities under Rule 144
• Resales of restricted securities under Rule 145
• Sales of securities under „Section 4 (1 and ½)”
• Reports on Schedules 13G and 13D
• Requirements for broker registration under Rule “15a-6”
• Rule 144A Founder’s Exemption
• Reporting obligations of listed companies
• Officer and Director duties of a SEC-registered company
• Officer and Director duties under state corporate law