Securities & Capital Markets

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Securing Growth Capital

Access to capital markets is the fuel for growth. Scale’s Securities and Capital Markets attorneys have decades of experience representing sponsors, issuers, investment banks, underwriters and shareholders from diverse industry sectors. Our expertise spans major securities offerings, regulatory frameworks, and compliance issues, underpinned by a commitment to fostering growth and innovation.

Transactions: Shaping Success with Strategic Insights

Our attorneys have successfully guided companies through hundreds of equity and debt security offerings, equipping us with the strategic acumen to offer practical, informed advice on deal structuring among other critical considerations. Our experience encompasses a broad spectrum of transactions, including:

  • Registered and Exempt Offerings, including Regulation CF, Regulation A+, and traditional Initial Public Offerings (IPOs) and Secondary Public Offerings
  • Canadian reporting issuers using the Canada-U.S. Multijurisdictional Disclosure System (MJDS)
  • At-the-Market (ATM) Offerings
  • Angel and Venture Financing Private Placements
  • Rule 144A, Regulation D, Regulation S, and other private placement mechanisms
  • NYSE and NASDAQ Listings
  • High-Yield Bond Offerings
  • Broker-Dealer Regulation
  • Securities Exchange Act filings and Sales of Restricted Stock
  • Structuring of Privately and Publicly Offered Investment Funds
  • Divestitures Involving Public Companies

Regulatory and Compliance: Navigating Complexities with Precision

Our team, bolstered by attorneys who regularly practice before the Securities & Exchange Commission, delivers nuanced advice on a vast array of securities and compliance issues. This includes guidance under the Securities Exchange Act of 1934, as well as adherence to stock exchange and local market regulations. Our regulatory and compliance counsel extends to:

  • Preparing and advising on 1934 Act reports (Forms 10-K, 10-Q, 8-K)
  • Foreign Private Issuer (FPI) reporting obligations (Forms 20-F, 40-F, 6-K)
  • Crafting Proxy Statements and orchestrating Shareholder Meetings
  • Managing Regulation FD, Earnings Calls/Releases, and Investor Presentations
  • Section 16 Compliance, Financial Reporting, and Regulation G Compliance
  • Advising on Shareholder Proposals, No-action Letters, and Insider Trading Policies
  • Designing Share Repurchase Programs, including Rule 10b5-1 Trading Plans
  • Compliance with Nasdaq and NYSE regulations, including Corporate Governance Guidelines

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Legal Insights

Tips for a Successful Fintech-Bank Partnership

For a fintech, finding the right bank partner accelerates the path to product launch. By partnering with a bank, the fintech is able to leverage the bank’s charter to deliver a uniform product across those states.

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DIY Law: Beware of the Legal Template

Many companies use contract templates in their day-to-day operations. When drafted properly and tied to the appropriate use case, templates can be a tremendous time and money saving resource. As outside general counsel to companies of all sizes, the review of existing contract templates comes up quite often. Some clients are looking for an upgrade, while others may be seeking a quick, validating green light or help with a contract negotiation utilizing a template as the foundation. Unfortunately, many templates do not accomplish the intended purpose, or worse. 

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Under the Corporate Transparency Act, Companies Face New Requirements in 2024

In the ever-evolving landscape of financial regulation and corporate transparency, the Corporate Transparency Act (CTA) has emerged as a pivotal piece of legislation. Enacted in 2021 as part of the National Defense Authorization Act, the CTA will require most new and existing legal entities operating in the United States to file reports with the federal government regarding their beneficial owners. The CTA goes into effect on January 1, 2024, and its key provisions are described below.

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