practice areas

Corporate Securities

Bankruptcy

Business Transactions

Corporate Securities

Domestic and Family Law

Employee Benefits and Retirement Plans

Environmental Law

Financial Institutions

Health Care

Intellectual Property and Technology

Litigation and Dispute Resolution

Labor and Employment

Mergers and Acquisitions

Nonprofit, Tax Exempt Organizations

Property Tax

Real Estate

Securities Law

Tax

Venture Capital

Wills, Trusts Estate Planning and Probate

Berenbaum, Weinshienk & Eason represents clients in all major areas of securities law. Our securities attorneys advise and represent clients in securities transactions, SEC filings and other compliance matters, and enforcement proceedings. We assist our clients in connection with initial and follow-on public offerings, including equity and debt offerings, act as counsel in private placements of securities, including those sold under Regulation D, Rule 144A, and Regulation S and advise publicly traded companies on corporate governance, disclosure, reporting and compliance obligations under federal and state law. 

Public Securities Offerings
Berenbaum, Weinshienk & Eason successfully represents issuers in connection with public debt and equity offerings. Public offerings require expertise in federal and state securities laws, rules, and regulations, as well as in-depth knowledge of general corporate law. Our guidance of companies through the complex public offering process has given us a great deal of experience in each of these areas. Our most recent representations include a $145 million follow-on public offering for an alternative energy company, a $95 million offering of debt, a $47 million PIPE offering and a $15 million PIPE for a distributor of advanced technology vehicles and products.

Private Placements
Berenbaum, Weinshienk & Eason has extensive experience in the area of private securities offerings, representing issuers, private placement agents, institutional investors, and venture capital firms. Our lawyers have represented many issuers and their placement agents in connection with private placements of common stock, preferred stock, and many kinds of debt securities. Private placements may be the first stop for a venture capital or entrepreneurial client, or an alternative for a well-established issuer needing to raise capital when the public equity markets are unavailable.  The firm assists clients through the entire process, from drafting of the Private Placement Memorandum, to filing all necessary Form Ds with federal and state securities agencies.

Public Company Representation
Berenbaum, Weinshienk & Eason advises our public company clients on a full range of securities law and related matters, including the disclosure and regulatory obligations under the Securities Exchange Act of 1934, the rules of the national securities exchanges and associations, and the requirements of the Sarbanes-Oxley Act, as well as other corporate governance rules. We partner with our public company clients to provide practical advice on SEC disclosure matters by taking the time to understand the realities of our clients’ businesses.

The services the firm provides to our public company clients include: (i) reviewing and preparing Forms 10-K, 10-Q, and 8-K filings, as well as proxy statements; (ii) counseling concerning sales of securities by insiders and affiliates, including Rule 10b5-1 programs, Rule 144 compliance, and insider trading guidelines and restrictions; (iii)  Section 16 compliance advice; (iv) counseling on the requirements of Regulation FD and Regulation G in issuing earnings and other announcements to the public and communicating with research analysts; (v) counseling on compliance with the Sarbanes-Oxley Act and other regulatory rules; and (vi) representing issuers before listing and other regulatory and quasi-regulatory agencies such as the Divisions of Enforcement and Corporate Finance within the SEC. 

Investment Advisors
Berenbaum, Weinshienk & Eason represents and counsels investment advisers on various compliance and operational issues. We are conversant and frequently advise investment advisory clients in the following matters:

i. Formation and registration of investment advisers under the Investment Advisers Act of 1940 or state blue sky law;

ii. Preparation and review of advisory agreements and customer disclosure documents;

iii. Review and advice regarding advertisements, marketing materials, and performance reporting and presentations,

iv. Preparation of compliance procedures,

v Advice on general compliance and legal issues arising under the Investment Advisers Act and state blue sky law, including personal trading, trade allocation, affiliated brokerage transactions, best execution, and soft dollar arrangements,

vi. Assistance with SEC (or state) examinations, deficiency letters, and administrative actions

The attorneys in the Corporate Securities Organizations Group include:

Adam D. Averbach
Stanley Y. Doida
Joseph S Borus
James A. Jacobson
John B. Wills