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SECURITIES
Nixon Peabody’s Securities practice has extensive experience assisting clients with all aspects of securities law and corporate finance in diverse industries and markets, both U.S. and international. Whether clients are considering a public offering or private placement; equity, debt, or convertible securities financing; or a going-private transaction, or require advice with respect to corporate governance, securities compliance, or disclosure matters, our attorneys can provide the knowledgeable and experienced representation they need. Nixon Peabody’s leadership in providing proactive securities insights and counsel stems from our unique, team-oriented approach to serving client issuers, investors, underwriters, and investment banks. In recent years, we have brought value to clients as lead counsel on more than 160 public offerings (including offerings under Rule 144A and Regulation S) and more than 600 private placements that raised billions of dollars.
A client-focused partner
We are deeply committed to providing uncompromising client service by building long-term relationships with our clients based on our intimate understanding of their specific business objectives and opportunities. In addition to working with public and private companies in a wide array of industries—including life sciences, manufacturing, telecommunications, media/ communications, digital media, real estate (including REITs), financial services, and other industries—we also serve underwriters, banks, and venture capital firms.
Securities Exchange Act requirements
Our attorneys regularly assist publicly held companies with issues involving disclosure and periodic reporting requirements, corporate communications, stockholder meetings and proxy statements, regulation FD legal requirements, securities trading by directors and officers, tender offers and tender offer responses, and mergers and acquisitions discussions.
Initial public offerings
Since our team views the public offering as a process, rather than an event, we counsel our clients on the issues they need to address well in advance of the public offering to maximize the potential for success. We are experienced in initial and follow-on public offerings, and have also represented issuers in a number of substantial public debt offerings.
Corporate governance
Nixon Peabody has broad experience counseling corporate officers, directors, auditors, corporate governance committees, special committees, and oversight committees on all aspects of corporate leadership, management, public reporting, and litigation defense. We also help companies anticipate, detect, manage, and avoid problems whenever possible, and our response to litigation or enforcement activity is swift and effective.
Thought Leadership/AlertsWhose claim is it anyway—the investment fund's or the investor's?
Askenazy et al., v. KPMG LLP et al., No 12-P-863, Mass. App. Ct., May 23, 2013
Private Fund Disputes Alert | May 31, 2013 Second Circuit holds that the relevant period for determining a foreign debtor's COMI is the filing of the Chapter 15 petition
Bankruptcy Law Alert | May 15, 2013 . . . View all . . .
Second Circuit holds that Madoff feeder fund's "center of main interests" is located in British Virgin Islands
Private Fund Disputes Alert
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May 1, 2013
The JOBS Act one year later; Congress asks what's going on
Securities Law Alert
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May 1, 2013
SEC provides guidance on the use of social media under Regulation FD
Securities Law Alert
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April 8, 2013
Don't "put the cart before the horse": Supreme Court rejects Amgen's argument that securities fraud plaintiffs must prove materiality of alleged misrepresentations at the class certification stage
Class Action Alert
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February 28, 2013
NYSE and NASDAQ amend compensation committee rules
Securities Law Alert
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February 12, 2013
Did you know that the Iran Threat Reduction and Syria Human Rights Act imposes new disclosure requirements on public companies?
Securities Law Alert
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February 7, 2013
Collateral manager vindicated as SEC drops claims alleging disclosure violations in $1.1 billion CDO Squared offering
Securities Law Alert
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November 21, 2012
Nixon Peabody's 2012 MAC Survey
October 22, 2012
SEC proposes rules lifting restrictions on general solicitation and general advertising in certain securities offerings
Securities Law Alert
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August 30, 2012
SEC releases guidance on the roles of research analysts and underwriters in emerging growth company IPOs
Securities Law Alert
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August 28, 2012
SEC releases additional guidance on emerging growth companies under the JOBS Act
Securities Law Alert
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May 8, 2012
SEC releases guidance on emerging growth companies
Securities Law Alert
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April 17, 2012
SEC releases guidance on confidential submission process and changes to registration requirements under the JOBS Act
Securities Law Alert
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April 12, 2012
The JOBS Act — a comprehensive easing of securities laws applicable to emerging growth companies and private offerings
Securities Law Alert
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April 3, 2012
Stirring muddy waters: siting securities transactions by the point of irrevocable liability
Securities Litigation Alert
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March 8, 2012
The Newest Deputies on Wall Street: Private Citizens—Private Actions No Longer Precluded under New York's Martin Act
Banking and Financial Services Litigation Alert
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December 28, 2011
Canada's Supreme Court blocks proposed uniform national securities regulation
Securities Law Alert
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December 23, 2011
SEC staff issues guidance regarding cybersecurity risks
Securities Law Alert
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October 28, 2011
SEC reverses position regarding proof of ownership for shareholder proposals
Securities Law Alert
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October 21, 2011
Webinar Recording: Trends in Material Adverse Change (MAC) Clauses
October 13, 2011
SEC decides not to appeal proxy access decision
Securities Law Alert
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September 13, 2011
Webinar Recording: How to Protect Your Company When You Can’t Hear the Whistle Blowing
June 27, 2011
Supreme Court narrows the scope of persons who can be directly liable under Rule 10b-5 for “making” untrue statements of material fact
Securities Litigation Alert
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June 17, 2011
Supreme Court rejects Fifth Circuit's requirement that securities fraud plaintiffs prove loss causation at the class certification stage
Class Action Alert
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June 8, 2011
SEC adopts final whistleblower rules: implications for internal compliance, governance and employment policies
Securities Law Alert
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May 27, 2011
Practical tips for meeting with credit rating agencies after Dodd-Frank
Securities Law Alert
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May 23, 2011
SEC proposes compensation committee independence and compensation consultant rules
Securities Law Alert
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April 8, 2011
U.S. Supreme Court declines to adopt bright-line rule that adverse drug reaction reports are not material unless they are statistically significant
Securities Litigation Alert
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March 28, 2011
Delaware Court of Chancery upholds use of poison pill by Airgas board
Securities Law Alert
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March 2, 2011
Strong message from HHS/OCR with two HIPAA privacy rule enforcements within one week
HIPAA Law Alert
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February 28, 2011
SEC adopts Say-on-Pay rules
Securities Law Alert
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February 4, 2011
Court decisions hint at approval of forum selection clauses in corporate bylaws
Corporate Responsibility Alert
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February 1, 2011
SEC proposes changes to accredited investor standards
Securities Law Alert
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January 28, 2011
Offshore Hedge Fund Disputes: We’re Not in New York Anymore
November 8, 2010
Regulation FD enforcement: company executives charged for implied messages
Securities Law Alert
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November 5, 2010
SEC proposes Say-on-Pay rules
Securities Law Alert
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October 29, 2010
New York Court of Appeals affirms in pari delicto doctrine to prevent lawsuits against outside advisors
Banking and Financial Services Litigation Alert
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October 27, 2010
Regulation FD—SEC adopts amendment eliminating exemption for disclosures to credit rating agencies
Securities Law Alert
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September 30, 2010
SEC adopts shareholder proxy access rules
Securities Law Alert
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August 31, 2010
The role and construction of risk committees
Corporate Responsibility Alert
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August 11, 2010
Dodd-Frank Act alters preemption rules for national banks and federal thrifts
Banking and Financial Services Litigation Alert
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July 28, 2010
The Dodd-Frank Act executive compensation and corporate governance reforms
Securities Law Alert
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July 23, 2010
Second Circuit holds that retirees’ state law claims against investment advisor are preempted by federal law
Securities Litigation Alert
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July 1, 2010
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Media Clips- Excellence in Law
Daily Record | April 18, 2013
Rochester public company transactions associate John Moragne is among the “Up & Coming Attorneys” recognized by the Daily Record as part of its annual “Excellence in Law” program. - Attorney Discusses Concerns about FDA MMA Draft Guidance
FierceMobileHealthcare | February 4, 2013
Silicon Valley partner Mavis Yee discusses the U.S. Food and Drug Administration's expected final guidance for mobile medical application developers. Click here to read the article. - Meet 39 Newly Minted Partners at Boston's Top Law Firms
Boston Business Journal | January 11, 2013
New Boston partners Kelly Babson (Public Company Transactions), Jeff Gilbreth (Labor & Employment), Danielle Pelot (Government Investigations & White Collar Defense) and Amy Pugliano O’Keefe (Global Business & Transactions) are featured in this coverage. . . . View all . . .
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