The Securities Practice at Morris, Manning & Martin guides companies through the complex process of raising capital in the public and private markets. We also represent issuers in connection with their ongoing public reporting obligations under the Securities Exchange Act of 1934. Our Securities Practice has a well-earned reputation for creativity and efficiency, and for fostering effective working relationships with securities regulators.

Key Services:

• Public Offerings
• Private Placements
• Rule 144A Offerings
• Regulation S Offerings
• Periodic Public Reporting
• Corporate Governance

Industry Leadership

We represent issuers and underwriters in the full range of public and private offerings of securities. Within the past decade, we have served as counsel in initial public offerings that raised over $12.5 billion and as deal counsel on over 50 additional public offerings and 144A offerings with an aggregate value in excess of $20 billion. Some of the clients we have represented in their public offerings include United Parcel Service, Cole Real Estate Investments, Lodgian, Education Realty Trust, Apartment Trust of America, Griffin-American Healthcare REIT, Behringer Harvard Funds, Witness Systems, SciQuest, Optio Software, Daleen Technologies and nFront. We also have served as underwriters’ counsel for many of America’s leading investment banks.

As company counsel, we guide our clients through every stage of the offering process, from identifying and selecting the underwriters to preparing the prospectus and navigating the regulatory requirements. Our broad understanding of federal and state securities laws, securities exchange listing requirements and market dynamics help clients avoid pitfalls that may delay or derail an offering.

Corporate Governance

We also advise clients with respect to corporate governance and related matters, including the governance and compliance matters arising under the Sarbanes-Oxley Act of 2002.

Some corporate governance matters that we routinely advise clients on include:

• Composition and procedures of boards of directors and committees, including the enhanced role of audit committees;
• Director and executive compensation processes and disclosure;
• “Best practices” for boards, committees, individual directors and officers;
• Development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures;
• Self-evaluation systems;
• Director and officer fiduciary duties and responsibilities;
• CEO/CFO certifications;
• Internal investigations, including those by special committees of boards of directors.

Collaborative Synergy

Our team of securities lawyers regularly look beyond just the legal issues facing our clients in order to understand and counsel them on the critical business issues confronting them. Additionally, we fully understand and easily navigate securities rules and regulations. Our Securities Practice team members are not only trusted advisors but also valued business partners for our clients.