Securities and Capital Markets

• Advises on investments in public companies
• Participates as company or underwriter counsel in equity and debt securities offerings, including initial public offerings, other going public transactions, follow-on public offerings, PIPEs, “equity line” transactions, Rule 144A offerings, “baby bond” and preferred stock offerings, tender offers, other exchange and repurchase transactions, and registrations with the SEC
• Advises public companies on the possibility of “going dark” and “going private”
• Prepares and/or reviews periodic reports, proxy and written consent solicitation statements, registration statements on Forms 10, 8-A, S-1, S-3, S-4 and S-8, Forms SD (conflict minerals), Section 16 filings, Forms 144, Schedules 13D/13G and other SEC filings made by public companies and their officers, directors and shareholders
• Assists with Form 10-K and Form 8-K disclosures relating to the SEC’s new cybersecurity rules
• Provides guidance on public disclosure, investor relations, and compliance issues related to SEC, NYSE, NYSE American, NASDAQ and FINRA/OTC rules and regulations, and responses to SEC and stock exchange comment letters
• Advises companies in navigating financial restatements, non-GAAP disclosures, segment classification and related issues
• Assists with implementation of Rule 10b-18 and 10b5-1 stock repurchase programs and private repurchase transactions
• Advises and assists affiliates of public companies with reporting requirements under Section 13(d) and Section 16 of the Exchange Act, avoiding liability under Section 16’s “short swing profit” rules, resales of restricted stock under Rule 144 of the Securities Act, and implementation of Rule 10b5-1 stock trading plans and has prepared hundreds of Rule 144 opinions
• Provides guidance on insider trading issues and policies and procedures
• Reviews executive compensation disclosures in SEC filings
• Assists with removal of restrictive legends on stock certificates and other stock-related matters
• Assists with equity plan administration
• Prepares stock exchange listing applications, advises regarding OTC listing, uplisting to stock exchange, and stock exchange changes, assists with plans to regain compliance with listing standards, and assists with responses to investigations, non-compliance notices and delistings
• Participates as counsel in venture capital financings

Corporate Governance

• Advises boards of directors, nominating and governance committees, general counsels and corporate secretaries regarding corporate governance matters, including director onboarding, board self-assessments, corporate governance documentation, and recommendations of ISS and other proxy advisory firms
• Counsels and assists with the implementation of policies and procedures in response to new rules and regulations on corporate governance and executive compensation
• Advises and assists with the development and implementation of ESG programs, conducts ESG gap assessments, reviews ESG reports and other ESG-related disclosures, counsels regarding ESG governance structures, and works with boards, ESG committees and management on ESG programs and disclosures in light of rapidly evolving market expectations, regulatory requirements and “greenwashing” concerns
• Assists new public companies in developing and implementing corporate governance practices and procedures
• Conducts and/or assists with annual and special meeting processes of public and private companies and advises on shareholder proposal matters
• Provides corporate secretary services, supports and provides strategic advice to boards of directors and board committees regarding corporate governance issues, and advises regarding design, implementation and ongoing maintenance of a sustainable governance framework

Shareholder Activism and Takeover Matters

• Provides advice to hedge funds, activist shareholders and companies on takeover matters, including Schedule 13D disclosures, proxy disclosures and solicitation issues, group formation issues, shareholder rights plans, exempt solicitations, and control share acquisitions
• Counsels on waging or defending proxy contests, consent solicitations, and other actions for obtaining corporate control
• Prepares “proxy fight” letters and SEC documentation for proxy contests
• Counsels on navigating SEC and “proxy plumbing” process, universal proxy matters, and issues in proxy contests
• Advises companies and shareholders on director nominations and environmental, social and governance (ESG) and other shareholder proposals
• Serves as local counsel on takeover matters

Public Company Mergers & Acquisitions and Other Corporate Matters

• Acquisition, disposition and merger transactions involving public companies, including merger proxy statements and special shareholder meetings
• Service as Ohio local counsel on public company and other strategic transactions involving Ohio corporations
• Company restructurings, holding company formations and recapitalization transactions, including capital allocation matters, stock repurchases, stock splits, reverse stock splits and filings with FINRA
• Company name and headquarters changes
• Quarterly and special dividends
• Joint ventures