Securities Regulation Advice & Training

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RK&O helps buy-side clients comply with the requirements of the SEC and other regulators, with a particular focus on our clients’ unconventional regulatory issues. Our team includes many former senior staff members at the SEC, and collaborates closely with our Securities Transactions practice.

Insider Trading and Other Rule 10b-5 Issues

We offer real-time trading advice to chief compliance officers, general counsel, senior managers and investment analysts on compliance with insider trading and market manipulation laws and rules. We counsel on methods of information access and delivery, and also recommend compliance program enhancements.

Regardless of the matter at hand, our lawyers develop strategies based on deep knowledge of the antifraud legal and regulatory framework.

Section 13 Disclosure Obligations and Liability Exposure

We have deep experience with the SEC’s Schedule 13D and Schedule 13G reporting regimes for five-percent shareholders and often guide clients through the planning and tactical issues associated with reporting person status.

Section 16 Transaction Planning and Reporting

We have a long history counseling clients on Section 16 issues, including disclosure rules and potentially costly profit disgorgement obligations, which often require thoughtful advance planning.

Shareholder Activism and Proxy Rule Issues

We advise activist investors on the variety of issues that can arise under the federal securities laws, including compliance with Section 13 of the Exchange Act and federal proxy rules, state corporation statutes or the issuer’s constituent documents. We advise investors engaging in shareholder activism either as a general strategy or in issuer-specific cases.