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Securities Regulation

The McGrath North securities practice ranges from representation of emerging companies in initial public offerings through ongoing counseling for large public clients.

Public Offerings  McGrath North represents clients in public offerings of securities, both equity and debt. We work on initial public offerings, secondary offerings and shelf registrations. We have represented buyers and sellers in many registered acquisitions.

Private Offerings - Venture Capital Financing   The firm serves as counsel for issuers of securities in private placements and venture capital financings. We have extensive experience in offerings and sales under Regulation D and Rule 144A.

Federal Securities Law Compliance  McGrath North assists clients in the preparation of filings under the securities laws, including proxy statements and periodic reports on Forms 10-K, 10-Q and 8-K. We qualify trust indentures under the Trust Indenture Act. The firm advises companies about public disclosure questions, insider trading and reporting, and resales of unregistered securities. We work with clients on employee stock plans and executive compensation, including the preparation of Form S-8 registration statements.

Listing of Securities   McGrath North assists clients with the listing of securities on the New York Stock Exchange and Nasdaq. We advise clients on compliance with regulations of these markets.

Securities Transactions   We work with corporate clients on specialized securities transactions, including issuer stock repurchases, going private transactions, adoption of stockholder rights plans, hostile takeover preparation and defense, and defense of securities law claims.

Investment Management   The firm advises clients on compliance with the Investment Company Act and the Investment Advisers Act. Our experience extends across a range of issues, including: investment company and investment adviser registration; private equity and hedge fund formation and ongoing compliance; and investment management and compensation matters.

Representative Projects

  • Issuer's counsel on numerous SEC registration forms (S-1, S-3, S-4, S-8 and S-11).
  • Issuer's counsel for IPO of common and preferred securities.
  • Issuer's counsel for private placements of limited partnership and limited liability company interests.
  • Preparation and filing NYSE and NASDAQ listing and reports.
  • Preparation and filing SEC filings for significant acquisitions. 
  • Coordinate blue sky compliance / exemptions for public and private offerings.
  • Review multiple public company periodic reports.
  • Advise on Reg. G and Reg. FD compliance.
  • Assist with annual shareholder meetings planning and proxy statement preparation; advise on proxy contests.
  • Issuer's counsel for REIT common stock public offering.
  • Issuer's counsel for Rule 144A subordinated debt placement and related registration for exchange.
  • Develop stock plans, related award arrangements and SEC registration.
  • Develop private and public company capital structure design and changes.
  • Develop insider trading policies; prepare and file insider filings under Williams Act and Section 16.
  • Review and develop public company media disclosures and presentations.
  • Counsel to private equity and hedge funds in connection with their formation, equity raise and ongoing operations.




David L. Hefflinger

Guy Lawson

Roger W. Wells

David G. Anderson

Jason D. Benson