Print PDF Securities Regulation Advice and Training
RK&O’s securities regulatory practice focuses on helping buy-side clients comply with the requirements of the SEC and other regulators. Our clients frequently face unconventional regulatory issues. Our practice draws in particular on the lawyers in our Washington, D.C. office, many of whom were formerly senior staff members at the SEC.
RK&O’s securities regulatory practice is closely connected to our securities transactions practice.
Advice and Training on Insider Trading Prevention and Other Rule 10b-5 Issues
We offer real-time trading advice to Chief Compliance Officers, General Counsel and senior managers of our client firms. Fact patterns on which we advise include situations raising potential insider trading or market abuse (working with our London lawyers) and market manipulation concerns. We counsel our clients on methods of information access and delivery that permit them to remain unrestricted, if that is their goal, or, alternatively, that permit them to be assured that their counterparties to securities trades have information parity. We also advise on best practices in documentation of compliance reviews and decisions to enhance firm procedures.
From the initial development and implementation of compliance and training regimes to best practice enhancements to client’s existing codes of conduct and ethics and insider trading/market abuse prevention policies and procedures, to situation-specific approaches to regulatory and trading issue, our lawyers develop strategies based on deep knowledge of the antifraud legal and regulatory framework.
Advice on Section 13 Disclosure Obligations
and Liability Exposure
Many of our clients acquire and maintain significant minority positions in the equity of U.S. public issuers. We have deep experience with the SEC’s Schedule 13D and Schedule 13G reporting regimes for five-percent shareholders. We often guide clients through the planning and tactical issues associated with reporting person status.
Section 16 Transaction Planning and Reporting
Equity investors with 10-percent equity ownership in a U.S. public company face disclosure rules and potentially costly profit disgorgement obligations under Section 16 of the Exchange Act. We have a long history of counseling clients on Section 16 issues, which often require thoughtful advance planning.
Shareholder Activism and Proxy Rule Issues
Investors that engage in shareholder activism—either as a general strategy or in issuer-specific cases— may encounter a variety of issues under the federal securities laws, state corporation statutes or the issuer’s constituent documents. We are well prepared to advise investors that take the activist path, including possible concerns under Section 13 of the Exchange Act and the federal proxy rules.