Securities

Briggs and Morgan has served issuers, investors, underwriters, lenders, entrepreneurs and other entities in a wide variety of business and financing transactions. In recent years, our securities practice has concentrated on public offerings and private placements for companies of all sizes and industries.

Our firm regularly represents issuers and underwriters in connection with public offerings and private placements of debt and equity securities, including common and preferred stocks, convertible notes, straight debt, warrants, and units. We have represented both established and emerging growth companies and regional underwriters of public offerings and private placements, including financings in various industries, such as:

  • Dental products distribution
  • Medical devices
  • Direct and home shopping
  • Beverage bottling and brewing
  • Radio broadcasting
  • Banking and financial services
  • Home construction
  • Automated shipping technologies
  • Courier services
  • Biometrics
  • Restaurants (proprietary and franchised)
  • Telecommunications equipment manufacturing
  • Telecommunications services
  • Securitization of financed receivables
  • Automobile financing
  • Transportation
  • Recycled products
  • Semi-conductor designing
  • Computer hardware manufacturing
  • Food products manufacturing
  • DVD, CD and software manufacturing
  • Water purification
  • Animal transportation equipment
  • Aircraft safety devices

Beyond initial public offerings, Briggs also represents clients in follow-on primary offerings; secondary offerings by selling shareholders; merger and acquisition transactions, including tender offers and exchange offers; and offerings of securities under benefit plans (i.e., stock option, stock purchase and capital accumulation plans). Many of these transactions are "shelf" registrations, which remain open for several years until registered securities are issued.

We represent public and private companies in private placements of securities exempt from registration under Section 4(2) of the Securities Act of 1933 and Regulation D. Our clients’ private placements have included initial capitalizations, offerings to "bridge" the period before a public offering, and placements of notes to institutional investors which were subsequently exchanged for registered notes.

Briggs will review and advise clients on all filings made under the Securities Exchange Act of 1934, including annual, quarterly and current reports, proxy statements, and beneficial ownership reports. We assist in the preparation of all other public disclosures, such as press releases and filings with the New York Stock Exchange (NYSE) and The NASDAQ Stock Market. We also assist clients in the planning and execution of annual and special meetings. Our experience in interacting with the staff of the Securities and Exchange Commission (SEC) and other regulatory agencies provides clients with confidence that public reporting will be conducted professionally.

In all cases, Briggs attorneys seek to build upon our level of experience by reviewing and making clients aware of new developments, both for public clients and the individual investor.

Briggs attorneys provide corporate clients with advice regarding the use of the safe harbor for forward-looking statements. We counsel public companies regarding compliance with Regulation FD, which is designed to prevent selective disclosure of material nonpublic information by public companies and their representatives. We regularly counsel in connection with executive compensation plans and employment arrangements. We review our clients' compliance with applicable listing requirements. We also advise clients regarding stock buy-back programs.

With individual investors, Briggs counsels in connection with acquisitions of positions in public companies, and related reporting requirements arising from beneficial ownership and changes in ownership, such as Schedule 13D, Forms 3, 4 and 5, and related filings. We also counsel clients in connection with resales of public company securities, including the use of individual trading plans under Rule 10b-5-1, which can be used by an issuer or corporate insider to minimize or eliminate insider trading liability if a Rule 10b-5-1 trading plan is properly adopted and implemented.