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Securities

The Goulston & Storrs Securities group assists established public companies, emerging businesses, sponsors of investment funds, directors, officers and investors throughout the world in their United States securities law matters. Our attorneys provide advice, insight and perspective regarding legal compliance and disclosure for financings, mergers and acquisitions and other transactions involving the issuance or resale of publicly-traded or privately-placed securities and obligations of public companies and their constituents. We also assist emerging companies through critical milestones, including angel and seed financing, early and late stage venture capital and the transition from private financing to the public securities market.

Our clients and the transactions in which we assist them encompass a wide range of industries, including technology, Internet and e-commerce, manufacturing, medical technology and life sciences, multimedia communications, investment and retail. Our group is multi-disciplinary and draws upon the deep experience of attorneys within our emerging technologies and venture capital, capital markets, corporate, cross-border, litigation, retail and tax groups. We assist clients in many areas, including the following:

  • Public securities offerings
  • Public company reporting and other corporate communications
  • Corporate governance
  • Private placements
  • Public company mergers and going-private transactions
  • Public company officer, director and shareholder duties and rights
  • Equity compensation arrangements

Representative Projects and Transactions

  • Ongoing US securities counsel and outside general counsel representation of NASDAQ and NYSE-listed companies. Examples include Sohu.com Inc., eLong, Inc. and Longtop Financial Technologies Limited.
  • Private equity purchase of a publicly traded retail company.
  • Representation of a public company home entertainment buyer in acquisition of another publicly-traded company.
  • Sale of a publicly traded multimedia company to private equity purchasers through a competitive bidding process.
  • Representation of private equity sponsors in stock-for-stock sales of financial services portfolio companies to separate public company buyers, and in securities matters relating to their holding and resales of the public company stock.
  • Representation of a shareholder committee in corporate and securities matters relating to the bankruptcy of a public life sciences company.
  • Representation of a shareholder group in conducting and settling a proxy contest with a public management consulting company.
  • Representation of issuers and selling shareholders in numerous initial and follow-on public offerings.
  • Representation of family of exchange funds in public securities matters related to its real estate funds.
  • Numerous private placements by and pre IPO planning for emerging companies.
  • Numerous private placements by private equity and investment funds.

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