Securities Enforcement

Morrison & Foerster advises public companies and their executives, directors and affiliates regarding regulatory matters, corporate governance practices, SEC reporting and disclosure issues, enforcement matters, and securities transactions. We also represent broker-dealers and other regulated financial institutions.

Our lawyers include attorneys who have held senior positions with the SEC’s Divisions of Enforcement and Corporation Finance. During their tenures with the SEC, our attorneys were involved in the rulemaking that occurred in the wake of the Sarbanes-Oxley Act of 2002 and worked on groundbreaking enforcement actions, including market manipulation cases concerning public corporations’ stocks, major financial reporting and disclosure cases, and cases against auditors, broker-dealers, and investment advisers. We have an in-house forensic accounting services group, led by a Certified Public Accountant, Certified Fraud Examiner, and former Big Four audit partner, which assists in identifying, interpreting, and clarifying financial and accounting matters.

Our securities lawyers represent companies seeking to go public and public companies. We serve as securities counsel or primary outside counsel for over 100 public companies. Our clients range from small- and mid-cap companies to Fortune 500 companies.

We also regularly advise broker-dealers, investment advisers, distributors, trading groups, and other financial intermediaries and financial institutions regarding their registration, ongoing compliance, and trading matters.

We advise on a full range of securities regulatory matters, including:

  • Derivatives and commodities advice.
  • Structuring, developing, and seeking regulatory approval for innovative financial products.
  • Liability management transactions, including debt repurchases, exchange offers, and tender offers.
  • Counseling regarding disclosure and other regulatory obligations under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Sarbanes-Oxley Act.
  • Counseling on shareholder proposals, contested elections, and other forms of shareholder activism.
  • Counseling concerning sales of securities by insiders and affiliates, including Section 16 compliance, Rule 10b5-1 programs, Rule 144 compliance, and insider trading guidelines and restrictions.
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