Access to capital markets is the fuel for growth. Scale’s Securities and Capital Markets attorneys have decades of experience representing sponsors, issuers, investment banks, underwriters and shareholders from diverse industry sectors. Our expertise spans major securities offerings, regulatory frameworks, and compliance issues, underpinned by a commitment to fostering growth and innovation.

Our attorneys have successfully guided companies through hundreds of equity and debt security offerings, equipping us with the strategic acumen to offer practical, informed advice on deal structuring among other critical considerations. Our experience encompasses a broad spectrum of transactions, including:

• Registered and Exempt Offerings, including Regulation CF, Regulation A+, and traditional Initial Public Offerings (IPOs) and Secondary Public Offerings
• Canadian reporting issuers using the Canada-U.S. Multijurisdictional Disclosure System (MJDS)
• At-the-Market (ATM) Offerings
• Angel and Venture Financing Private Placements
• Rule 144A, Regulation D, Regulation S, and other private placement mechanisms
• NYSE and NASDAQ Listings
• High-Yield Bond Offerings
• Broker-Dealer Regulation
• Securities Exchange Act filings and Sales of Restricted Stock
• Structuring of Privately and Publicly Offered Investment Funds
• Divestitures Involving Public Companies

Our team, bolstered by attorneys who regularly practice before the Securities & Exchange Commission, delivers nuanced advice on a vast array of securities and compliance issues. This includes guidance under the Securities Exchange Act of 1934, as well as adherence to stock exchange and local market regulations. Our regulatory and compliance counsel extends to:

• Preparing and advising on 1934 Act reports (Forms 10-K, 10-Q, 8-K)
• Foreign Private Issuer (FPI) reporting obligations (Forms 20-F, 40-F, 6-K)
• Crafting Proxy Statements and orchestrating Shareholder Meetings
• Managing Regulation FD, Earnings Calls/Releases, and Investor Presentations
• Section 16 Compliance, Financial Reporting, and Regulation G Compliance
• Advising on Shareholder Proposals, No-action Letters, and Insider Trading Policies
• Designing Share Repurchase Programs, including Rule 10b5-1 Trading Plans
• Compliance with Nasdaq and NYSE regulations, including Corporate Governance Guidelines