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Securities

Jones Waldo has an outstanding Securities Practice Group, with in-depth experience in representing both large and small companies, as well as investors, in connection with public and private securities offerings and in complying with the rules of the Securities and Exchange Commission ("SEC"). Many of our clients are high-technology or high-growth companies in such fields as computer software, telecommunications, information technology, medical technologies, scientific instrumentation, environmental bioremediation and chemical separations.

Securities Offerings

We have represented numerous companies in connection with both private and public offerings of securities. We are a resource for matching sources of capital with companies seeking investors or access to the public capital markets.

Periodic Reports to the SEC

We also assist public companies with the preparation and filing of their ongoing reports to the SEC. We work closely with our clients' in-house accountants, as well as their independent auditors, to assure consistent disclosures.

Proxy Statements and Annual Reports to Shareholders

We assist our public clients with proxy solicitations to shareholders in advance of annual or special meetings of shareholders. This includes the preparation of proxy statements and annual reports to shareholders.

Corporate Governance

The Sarbanes-Oxley Act of 2002 has revolutionized corporate governance for SEC-reporting companies. We can assist these public companies in complying with the maze of regulations that have been propagated by this Act.

Stock Option and Other Stock Compensation Plans

The issuance of stock to employees, usually in the form of stock options, restricted stock, or stock appreciation rights, is an effective way for both growing and established companies to attract key officers, directors and employees. We are experienced in implementing stock option and other compensation plans, and counsel our clients with respect to the compensatory and tax effects of various devices. We also represent public companies in registering stock reserved under compensation plans with the SEC, as necessary.

Insider Trading and Short-Swing Profit Compliance

We are experienced in implementing compliance programs for our public clients (and their officers, directors and major shareholders) with respect to insider trading and short-swing profit reporting. Because of the SEC's enforcement in these areas, we proactively work with clients to implement preventive procedures so that potential violations are corrected before they occur, and so that all reports are timely filed.

Anti-Takeover Strategies

Public companies are often vulnerable to takeover attempts by third parties, and we regularly counsel our public clients regarding anti-takeover strategies. We are also experienced in the operation of various state anti-takeover statutes.

Rule 144 Transactions

The resale of "restricted securities" by the founders of a company and others can be difficult. We assist our clients in the resale of these securities into the public market both through Rule 144 and, as applicable, short form registration of such restricted securities.



Attorneys
Ron Poelman (Group Leader)
Robinson (Rob) M. Alston
Daniel S. Daines
Timothy C. Houpt
Kenneth A. Okazaki
Nathan R. Sumbot
Travis Marc Wilson