Nason Yeager has extensive experience with federal and state securities laws and regulations, corporate governance rules, and capital markets and exchange listing demands. Nason Yeager counsels clients in connection with capital raising transactions to ensure compliance with federal and state securities laws. We represent a diversified mix of public and private companies, funds, and private equity firms, as well as institutional investors, underwriters, placement agents, family offices, and other market participants raising capital in registered and exempt offerings.
We advise clients in private and public offerings of equity, debt and convertible securities offerings, including initial public offerings (IPO’s) and secondary offerings such as alternative public offerings (APO’s), private investment in public equity (PIPE) transactions and acquisitions and mergers.
There is a significant overlap between the securities department and the general corporate department, especially with regard to merger and acquisitions and the preparation of private placement offering documentation. We have the experience to identify the important issues. Experience has shown that we are able to better anticipate problems and devise solutions.
We advise issuers on compliance with all the complex securities laws, rules and regulations that apply to such companies. We offer advice and guidance to issuers in all issues regarding the public markets. We assist in the preparation and filing of registration statements. This includes filing registration statements for the resale of securities and for proposed future sale of securities. We assist new companies who wish to go public as well as public companies planning to register securities for sale or resale. We support and guide our clients as they transition from being a private to becoming a public company, assisting the management teams and boards of directors through the process. We are committed to helping our clients understand the law and advise them on all aspects of the process.
SEC Reporting and Compliance
Our practice includes the preparation and filing of required SEC periodic and other reports. The Exchange Act has ensured that companies become more regulated and transparent and has mandated the filing of quarterly, annual and other reports. These include:
- Form 10-K
- Form 10-Q
- Form 8-K
- Press Releases
- Proxy Statements on Schedule 14A
- Information Statements on Schedule 14C
- Planning and coordination of Annual Meetings and Special Meetings of Shareholders
- Shareholder Communications Matters
- Regulation FD Compliance Matters
- Responses to SEC Comment Letters
- SEC and FINRA Investigations
- FINRA Corporate Actions
- Beneficial Ownership Reporting Matters for the Company’s Officers and Directors on Forms 3, 4, and 5, as well Schedule 13d or 13g
- Compliance with Sarbanes Oxley
- Insider Trading Governance Rules
- Resale of Restricted Securities under Rule 144
- OTC Market Compliance
- Other General Disclosures and Compliance Practices and Matters
Additionally, our extensive experience allows us aid in the preparation of reverse mergers, a process whereby a private company acquires a publicly listed company. The owners of the private company become the controlling shareholders of the public company, and after the acquisition is complete, they reorganize the public company’s assets and operations to absorb the formerly private company.
Private Placements and Regulation A+
Our attorneys regularly handle private placements of debt, equity and hybrid securities, as well as venture capital and private equity financings. Our attorneys have significant experience with Regulation D, Regulation S and Regulation A+.
Uplisting and Continued Listing Compliance
At Nason Yeager we also assist our clients in “uplisting”, which is the global practice of elevating a foreign or domestic company from having its stock quoted on alternative platforms like the OTC Markets to the NASDAQ or NYSE. Our attorneys help companies through the uplisting process, which is not an automatic acceptance, as requirements vary by exchange. Even if a company has met every requirement for an uplisting (share price, corporate governance requirements and financial requirements), it still has to await approval from the NASDAQ or NYSE. We have the expertise to ensure that all the necessary information is submitted correctly and at the right time so that delays can be avoided. We also assist our exchange listed clients in complying with continued listing standards and requirements.