McAfee & Taft has served more clients in the public arena than any other firm in Oklahoma. Our well-earned reputation in the area of securities law dates back to our firm’s namesakes, Kenneth McAfee and Richard Taft, who assisted clients in registering the nation’s first national drilling fund with the Securities and Exchange Commission (SEC), as well as the first international drilling fund. More than 65 years later, raising capital through securities offerings and other complex financing structures remains an integral area of law that requires a sophisticated understanding of transactions and compliance issues.
We regularly counsel public and private companies with respect to capital raising activities, securities law compliance and corporate governance issues. Our primary areas of focus include capital markets, securities reporting and advisory compliance, Investment Company, Investment Advisors, and Broker-Dealer compliance, and corporate governance.
Our lawyers have a solid reputation and significant depth of experience advising our clients in a variety of industries with respect to public and private offering of both equity and debt securities. Transactions on which we advise include:
- Initial public offerings (IPOs)
- Follow-on public equity offerings
- Public high yield debt offerings
- Shelf registrations and “takedowns”
- Rule 144A/Regulation S debt offerings, including registered exchange offers
- Private placement of both equity and debt securities, including PIPEs
- Leveraged leasing
- Asset-backed offerings and financings
- Venture capital and private equity investments
- Debtor-in-possession financing
We have also advised clients with respect to stock buy-back programs, tender offers, exchange offers and privately negotiated share repurchase transactions.
Securities Reporting and Advisory
We regularly counsel issuers with respect to a broad range of securities issues. Our practice includes assisting our clients with respect to the following:
- Continuing reporting obligations under the Securities Exchange Act of 1934
- Section 16 beneficial ownership reporting and compliance
- Section 13 reporting
- Proxy statement preparation with respect to annual and special shareholders meetings
- Regulation FD compliance
- Compliance with NYSE and NASDAQ listing standards
- Compliance with Dodd-Frank and Sarbanes-Oxley
Investment Company, Investment Advisors, and Broker-Dealers
We regularly represent a variety of clients throughout the financial services industry, and have expertise in the regulation of:
- mutual funds, exchange-traded funds, closed-end funds, insurance company separate accounts, and other investment companies.
- investment advisors and investment advisor representatives, exempt reporting advisors, and advisors to family offices
- broker-dealers and associated persons,
We routinely advise clients on the full range of Securities Act of 1933, Securities and Exchange Act of 1934, Investment Company Act of 1940, and Investment Advisers Act of 1940 issues and in their dealings with the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), Oklahoma Securities Department, and other federal and state regulators and self-regulatory organizations. Our attorneys are experienced in federal and state registration and exemptions, and they provide comprehensive compliance and risk management advice to financial service clients of all sizes.
We have significant experience advising issuers, boards of directors and investors with respect to corporate governance matters. We regularly advise clients with respect to:
- Board fiduciary duties issues and related governance matters
- Audit, compensation, and corporate governance/nominating committee matters
- Establishment of special committees for mergers, acquisitions, going private transactions and other special corporate events
- Establishment of internal corporate guidelines, codes of conduct and policies, including corporate governance guidelines, committee charters, codes of ethics, insider trading policies, Regulation FD policies and whistleblower policies