Securities

The decision to raise capital through the issuance of securities raises complex issues that can have dramatic repercussions on a business.  At Moffatt Thomas, we have the experience necessary to assist clients in evaluating the risks and benefits inherent in securities offerings and to ensure our clients operate in compliance with the myriad state and federal securities laws.

Practice Profile

We counsel clients on how to raise capital in compliance with federal and state (Idaho) securities laws, and advise securities professionals on how to comply with securities regulations applicable to their business activities.  We advise clients on compliance with  securities laws in such matters as exempt and private offerings, Reg D-compliant offerings, issuance of private placement notes, and the sale of restricted stock.  We draft term sheets, investor questionnaires, subscription agreements, and offering memoranda for the private placement of equity and debt along with post registration compliance and reporting, e.g., 10-K’s, 10-Q’s and proxy statements.  Additionally, we advise clients about regulations affecting the licensing and conduct of broker-dealers and investment advisors, represent licensees before the Idaho Department of Finance, and defend clients in securities-related litigation and state enforcement actions.

Experience

  • Represented issuer in connection with in-state limited offering compliance in connection with private placement of LLC membership interests for broadcast entity.
  • Advised issuer in connection with private placement of LLC membership interests for Idaho real estate development project.
  • Represented issuer before Idaho Department of Finance in connection with claimed Reg D violations.
  • Represented state-chartered bank in connection with rights issuance and related fairness hearing before Idaho Department of Finance.
  • Represented Registered Investment Advisor in proceedings before Idaho Department of Finance in connection with claimed conduct violations.
  • Represented broker-dealers in FINRA arbitrations with customers.
  • Represented brokerage firm in federal district court action to redress agent contract violations.
  • Represented issuer in distribution of rights to purchase units consisting of common stock and warrants to purchase additional shares.
  • Represented issuer in various exchange offers to purchase for stock and cash the public and privately held limited partnership interests of the general partner of the partnerships.
  • Represent issuer in an offering pursuant to Regulation S in Europe of senior notes convertible into common stock.