Securities and Antitrust

Pullman & Comley brings extensive private placement, venture capital and Exchange Act experience to its securities practice. We represent venture capital financed companies, family businesses, privately held companies, and the angels and funds who purchase their debt, equity and hybrid securities offerings. We also have served many public companies over the years in areas such as advising their boards of directors as to their fiduciary duties and obligations under state and federal securities laws and the applicable exchange rules.

We regularly assist companies in the following areas:

  • Annual (10-K), quarterly (10-Q) and other periodic filings for reporting companies including ’34 Act filings such as 8-K filings, proxy statements and Section 16 filings, among others
  • Acting as corporate counsel to federally and state registered investment advisers, commodity pool operators, introducing brokers, broker-dealers, trust companies and actuarial firms in their regulatory compliance and contract negotiations
  • Handling compliance issues for such regulated entities and securities professionals
  • Managing all aspects involved in the private placement of securities, including designing the financial instruments offered; preparing offering circulars that comply with Section 4(2), Regulation D and Regulation A requirements; complying with Rule 10b-5 and Blue Sky laws; providing tax opinions; drafting private placement memoranda, investor questionnaires, subscription agreements and related documentation; issuing Rule 144 opinions and forms; and negotiating registration rights agreements
  • Acting as counsel to Connecticut Innovations, Incorporated, a quasi-governmental entity, in negotiating and documenting its venture capital investments in early stage, technology based companies in Connecticut
  • Reviewing and critiquing subscription documents and limited partnership agreements of various investment vehicles, including exchange funds, commodity pools and hedge funds
  • Performing legal and commercial due diligence to lend valuation support to venture capitalists and strategic investors
  • Counseling trade association groups on avoiding anti-competitive activities; unfair competition
  • Advising intellectual property-based companies on trade regulation issues, customer and supplier relationships, and their duties under state and federal antitrust laws and the Federal Trade Commission Act

We provide a broad spectrum of legal services to investment advisers and broker dealers, including:

  • Formation, including choice of entity and related structuring matters
  • Compliance with federal and state securities laws, including registration with appropriate regulatory bodies
  • Advice on the structure of hedge funds and other investment vehicles and preparation of documentation to create them
  • Development and implementation of compliance programs, and advice relating to ongoing regulatory and compliance matters
  • Regulatory advice on the creation of new investment products
  • Advice regarding actions brought by regulators against clients and negotiations with regulators
  • General corporate and employment matters, including ownership agreements, the purchase and sale of investment adviser businesses, and the negotiation of executive employment agreements.