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Securities and Capital Markets

Varnum helps companies comply with complex sets of SEC and other complex legal regulations

Varnum attorneys bring a distinguished track record of representing publicly traded companies, providing unwavering support in the critical areas of securities reporting and corporate governance on our clients’ behalf.

For publicly traded companies, navigating the intricate landscape of securities reporting is paramount. Our seasoned legal team specializes in crafting meticulous and tailored securities reporting strategies. We understand the importance of accurate and timely disclosures to shareholders, regulatory bodies, and the investing public. With a keen eye on the latest SEC regulations, we guide our clients through the complexities of Form 10-K, Form 10-Q, and other essential filings, ensuring compliance while optimizing transparency.

We provide comprehensive support in preparing and filing registration statements, proxy statements, and other documents required by the SEC. Our goal is to ensure that your company’s public disclosures not only meet regulatory standards but also contribute to building investor confidence and fostering transparent communication. The full suite of our services includes:

  • Initial and secondary offerings of equity and debt securities
  • SEC reporting obligations
  • Stock exchange listing requirements
  • Business combinations and M&A transactions
  • Proxy solicitations
  • Shareholder and analyst relations
  • Insider trading policies and compliance
  • Equity compensation plans
  • Executive compensation practices
  • Internal control matters
  • Corporate control and anti-takeover measures
  • Tender offers
  • Sales of securities by affiliates and sales of restricted securities
  • Securities-related litigation
  • Going private and going dark transactions

Our commitment to excellence extends to the realm of corporate governance, where we serve as dedicated advocates for the best interests of publicly traded companies. Recognizing the unique challenges and responsibilities that come with a public listing, our team works closely with boards of directors and executive leadership to fortify corporate governance structures. From drafting and reviewing governance documents to providing strategic advice on board composition and committee structures, we empower our clients to uphold the highest standards of corporate governance.

In the event of regulatory inquiries or investigations, our legal team stands as a steadfast ally for publicly traded companies. We leverage our extensive experience to navigate the complexities of SEC investigations, responding strategically to inquiries and working to resolve matters efficiently.

Our proactive approach to regulatory challenges allows our clients to focus on their core business activities while we address legal matters with precision and diligence. In choosing Varnum, you are selecting a legal partner with a proven record of excellence in representing publicly traded companies in securities reporting and corporate governance. Our tailored approach, commitment to compliance, and proactive stance on regulatory challenges make us the trusted choice for companies navigating the intricate landscape of securities law.

Securities Law and SEC Compliance Support

Varnum routinely supports our publicly traded clients on a broad range of SEC and securities-related legal matters, including:

  • Periodic reporting (10-Q / 10-K)
  • Current reporting (8-K)
  • Proxy season
  • Insider stock transactions
  • Company repurchase programs
  • Equity plans
  • New SEC and NASDAQ rules and guidance
  • Tracking of annual deadlines through preparation of annual SEC filing calendar
  • Managing arrivals and departures of directors and executives
  • Assistance with responding to SEC comment letters
  • Planning for shareholder activism

Corporate Health Check

Varnum offers corporate health checks to ensure key governance documents, policies, and internal procedures are both legally compliant and meet certain recommended or best practices, including:

  • Review of articles of incorporation and bylaws of company and subsidiaries
  • Review of board’s annual organizational calendar
  • Review of committee charters and annual organizational calendars
  • Review of key policies, including:
    • Insider trading
    • Clawback
    • Corporate governance principles
    • Code of ethics
    • Related party transactions
    • Audit committee pre-approval
    • Contract review and approval / signature authority
    • Confirmation of sufficient reserved and registered shares for equity plans
  • Review of disclosure controls and procedures
  • Review of annual board and committee evaluation process
  • Review of latest ISS ESG scorecard and latest proxy analysis
  • Anti-takeover planning
  • Documentation for electronic signing of SEC filings
  • Subsidiary governance
  • Indemnification agreements for directors and executives of company and subsidiaries
  • Management continuity agreements for key company executives
  • Ensure proper foreign qualifications and assumed names for company and subsidiaries

Raising Capital

Varnum has significant knowledge and experience with helping private companies raise equity and debt capital. For startup companies, raising capital is almost always the most difficult challenge facing the company. After the initial capitalization, accessing additional capital can be critical to the company’s growth.

There are several complex federal and state laws that must be followed when raising capital. These laws are intended to protect investors. In our experience, startup and other private companies often receive poor advice on matters related to raising capital, including from other professional advisors. The risks of non-compliance are significant and can include both substantial monetary damages and even criminal liability.

In addition to complying with applicable securities laws, Varnum works with private companies to ensure that the amount, timing and terms of the capital raised are consistent with the short-term and long-term goals and projections of the company and its owners.

Capital Raising Steps

Varnum is able to assist in all aspects of raising capital, including:

1. Preparing to raise capital:

  • Confirm corporate structure is the best to structure given goals and projections
  • Review presentation of financial statements
  • Determine whether financials should be reviewed or audited
  • Review financial projections and completeness of assumptions
  • Review organizational documents and determine any necessary corrections
  • Review key contracts and address any loose ends
  • Prepare to respond to detailed, lengthy investor due diligence requests lists

2. Assessing various potential sources of capital and developing a plan to approach best sources:

  • Banks, financing companies and other lending organizations
  • Friends and family
  • Angel investors
  • Venture capital firms
  • Private equity funds
  • Investors referred by broker-dealers

3. Determining appropriate types and terms of securities to be offered:

  • Promissory notes
  • Other types of debt and convertible debt
  • Trust preferred securities
  • Preferred securities (including stock, LP interests, or LLC interests)
  • Common securities (including stock, LP interests, or LLC interests)
  • Other types of equity

4. Determining appropriate federal and state registration exemption(s) given nature of offering and potential investors:

  • Regulation D private placements (including SEC Rule 504, Rule 505, and Rule 506 offerings)
  • Intrastate offerings
  • Section 4(2) private placements
  • Drafting private placement memorandum (PPM) or offering memorandum, including disclosures necessary to comply with registration exemptions and to avoid anti-fraud liability
  • Advising on circumstances in which the company can compensate a third party for investor referrals
  • Acceptance of subscriptions and closing of offering
After Raising Capital

Varnum regularly assists private companies with securities-related issues that arise involving their capital structure, including:

  • Resales of securities by investors
  • Secondary market trading
  • Investor relations
  • Corporate governance
  • Avoiding SEC registration
  • Initial public offerings (IPOs)

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“We have worked with Varnum extensively over the last few years on all legal matters associated with our business, both nationally and internationally. And we have found the firm to be excellent in understanding, expertise and responsiveness.”

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