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Securities Law

Bowles Rice represents clients in public and private securities offerings under the Securities Act of 1933, as amended (the “Securities Act”) across a wide range of industries. We advise companies on how to comply with federal and state securities laws and we help these companies draft the offering material and file the proper applications with the various securities regulators.

Our lawyers counsel business clients in all aspects of securities law, including compliance with the registration requirements of the Securities Act of 1933, the reporting and disclosure requirements of the Securities Exchange Act of 1934, the registration requirements of the Investment Advisers Act of 1940 and the requirements of state "Blue Sky" laws.

We serve a diverse group of clients, from start-up and small businesses to well-established, large corporations, venture capital firms and financial institutions. We assist these clients with private placements of securities and other financing transactions.

We assist both our public and private company clients in diverse matters of corporate law and governance, including capital structuring, buy-sell, mergers and acquisitions auctions and registration rights agreements and all other matters involving the securities of the entity.

Financial Institutions
Bowles Rice has extensive experience representing reporting banks and bank holding companies in complying with their obligations as “reporting companies” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We help these clients comply with their disclosure obligations under the Exchange Act by assisting in the preparation of periodic filings, including preparation of proxy statements, annual reports, quarterly reports and current reports.  We also advise clients on Section 16(a) reporting obligations by officers, directors and ten percent beneficial shareholders.   We routinely assist our clients in preparing for their annual shareholder meetings.

We also assist our clients in compliance with the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and advise clients on various corporate governance matters.

Venture Capital Firms
Bowles Rice represents both venture capital firms and companies seeking venture capital financing, and our attorneys are experienced in negotiating venture capital transactions.  The firm was involved in drafting the State of West Virginia’s venture capital financing regulations.  We advise venture capital funds on the legal matters surrounding their formation and management of their investments, and assist in the creation of new venture capital funds.

Litigation, including disputes and enforcement
We provide experienced representation in securities litigation and arbitration involving accounting practices, financial projections, earnings management, securities fraud and insider trading claims. Our work includes:

  • Enforcement Proceedings and Civil Litigation
  • U.S. Securities and Exchange Commission and Commodities Futures Trading Commission
  • FINRA and other self-regulatory organizations
  • Private securities litigation, including international securities litigation, both on the plaintiff's and defense side
  • Securities arbitrations, (customer-broker and member-member disputes), special masterships, and independent consultancies
  • Municipal Securities Rulemaking Board
  • Criminal Securities Proceedings
  • Criminal trials including fraud, market manipulation, and insider trading cases
  • Representation of witnesses and targets in all aspects of FBI and grand jury investigations
  • Internal investigations and presentations to prosecutors
  • Development of internal compliance guidelines pursuant to U.S. sentencing guidelines
  • Securities and Exchange Commission and U.S. Department of Justice investigations
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