HSE’s Securities and Capital Markets attorneys provide a full range of services to publicly held and private companies that need to access the capital markets. With offices in Rochester, Buffalo and New York City, we represent clients around the country, and internationally, with market capitalizations ranging from less than $25 million to over $10 billion. Our team regularly works on deals with AmLaw 100 firms and major investment banks. We leverage this big market experience to provide clients with sophisticated and cost effective counsel.

We approach each opportunity with a commitment to the client’s success, which requires more than providing strategic and timely legal advice. We work hard to become a part of our client’s team. We learn about their business and industry so that we can provide practical advice and solutions that will help our clients grow their business. We recognize that successful deals require a multi-disciplinary team approach. We work seamlessly with investment bankers, underwriters and funders, and when appropriate, bring in talent from other HSE practice areas such as Employee Benefits and Executive Compensation, Intellectual Property, Labor and Employment, Litigation, Mergers and Acquisitions, Private Equity and Venture Capital, and Tax, to ensure a deal gets done right.

Our Clients

  • Public companies

  • Investment Banks

  • Private start-up and growth companies

  • Registered Investment Advisors (RIA)

  • Broker Dealers

  • Private Equity/Venture Capital Funds

  • Real Estate Investment Trust (REIT)

  • Hedge Funds

  • Foreign Professional Service Firms

  • Foreign Issuers

Our Experience

Our experience representing issuers, underwriters, investment banks and investors in public and private offerings enables us to advise clients on specific filings and transactions, and on their overall strategy and objectives. As transactional and regulatory counsel, we advise clients in the following areas:

Public Transactions

  • Initial public offerings with the Securities and Exchange Commission
  • Registered Direct Transactions
  • Confidentially Marketed Public Offerings / Wall-Crossed Deals
  • PIPE Transactions
  • At-The-Market (ATM) Offerings
  • Equity Line Financings
  • Public offerings in connection with merger transactions
  • Rule 144A offerings
  • Rights Offerings
  • Secondary offerings with the Securities and Exchange Commission
  • WKSI offerings

Private Transactions

  • Crowdfunding Offerings

  • Private placements

  • Regulation A+ Offerings

  • Regulation D Offerings (504/506 Offerings)

  • Rule 506 (c) Offerings

  • Rule 701 for Equity Compensation Plans

  • Sales of restricted stock

Compliance and Reporting

  • Annual and quarterly reports

  • Compliance with Rule 144 resales

  • Compliance with Section 16 Short-Swing Profit Provisions

  • Current reports on Form 8-K

  • Form 20F

  • Proxy Contests

  • Proxy Statements and annual reports to shareholders

  • Reports of insider transactions under Section 16 of the Exchange Act

  • Schedules 13(e)(3), 13(e)(4), and 14(d) going private

  • Stock Exchange Listing Standards

  • Tender offer filings

  • 14C Information Statements

  • 13D and 13G filings regarding beneficial ownership and possible change of control

Corporate Governance

  • Representing boards in connection with compliance with major corporate events

  • Representing boards in connection with Sarbanes-Oxley compliance

  • Stock exchange listing standards

Financial Services Industry Regulatory Compliance

  • Advise registered broker-dealers and investment advisers, including private equity funds and hedge funds, on all phases of regulatory compliance
  • Advise regulated investment advisers and broker-dealers in mergers and acquisitions, restructurings, changes in ownership and other significant transactions
  • Represent regulated entities in SEC examinations and enforcement proceedings
  • Represent regulated entities and registered representatives in arbitration proceeding before FINRA

Securities Litigation

  • Reporting registration in class action securities litigation

  • Representing brokers/dealers in securities litigation and arbitrations

Blue Sky (State Securities) Regulation

  • Notification/registration of securities under state securities laws

  • Obtaining suitable exemptions under state securities laws for securities offerings