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Securities Experience for Financial Institutions
Much of Downey Brand’s business representation involves securities
law. Here are some examples of our securities-related representation:
- Preparing and negotiating disclosure documents, including:
- registration statements
- proxy statements
- annual and quarterly reports
- information statements filed with various regulatory authorities,
including the Securities Exchange Commission
- Advising corporate clients on the following:
- preparing quarterly conference call scripts and analyst Q&A
preparation
- compliance with Regulation FD
- compliance with SEC review, periodic SEC disclosures (10-K, 10-Q,
annual report, proxy statement) and interim SEC disclosures (8-K)
- developments in SRO corporate governance and director independence
standards
- Sarbanes-Oxley certifications and compliance
- Graham-Leach-Bliley corporate governance
- adoption and compliance with blackout period and no-sale window
period policies
- adoption of whistleblower policies
- identification and selection of audit committee “financial
expert”, poison pill and other corporate defense mechanism
- exemptions to prevent being deemed an “inadvertent”
investment company
- Advising boards and board members with the following:
- compliance with insider “short-swing” profits laws,
including filings for acquisitions and sales of securities
- preparation of Rule 10b5-1 trading plans for insiders
- stock option plan preparation and administration
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