Flat Fee Securities Compliance Program

Wilson Bradshaw LLP offers annual compliance with the Securities and Exchange Act of 1934 (the “Exchange Act”) on a flat annual rate. For a flat annual rate of $47,500, all of your company’s “routine” securities work will be taken care of as well as a thirty-minute weekly telephone consultation in order to ensure compliance with the securities laws.

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What’s included

Routine securities work included in the flat annual rate:

  • Advice regarding general compliance with SEC and stock exchange rules, including compliance with the periodic report and proxy disclosure rules and everyday routine SEC compliance and corporate governance questions;
  • Review of periodic SEC filings (10Ks, 10Qs, and up to 20 8Ks per year);
  • Review of the proxy statement and related filings;
  • Review of press releases and other public communications;
  • Routine advice in dealing with Risk Metrics (ISS) and other shareholder groups;
  • Routine advice on corporate governance issues;
  • Annual review of board committee charters and related corporate governance materials
  • Routine advice in connection with annual meetings of stockholders, including review of the meeting script and other annual meeting documents;
  • Review of routine stockholder proposals submitted in connection with the company’s insider trading policy;
  • Advice on routine matters relating to disclosure issues arising under equity plans
  • Advice on routine matters relating to corporate law, particularly as it relates to charter documents;
  • Review of audit engagement letters;
  • Attendance by phone at board meetings if requested (attendance in person also can be arranged; provide the company pays for airfare, hotel, and incidentals) and preparation of board minutes, if requested;
  • Preparation of response to the auditor’s litigation letter; and
  • Periodic staff training on new SEC, stock exchange, and related regulatory developments.

For other “non-routine” securities law work, we bill reasonable hourly rates. We offer a discount of $50 per hour from attorney billing rates if we have a replenished retainer on file.

What’s not included

Non-routine corporate and securities service not included in the flat fee:

  • Private or public offerings of securities
  • Assistance with mergers or acquisitions;
  • Advice on takeover preparedness;
  • Assistance with listing on exchanges;
  • Review of new compensation or equity plans;
  • Review of new management or severance arrangements;
  • Attendance at special board or board committee meetings (which shall be billed at the agreed-upon rate of $2000 per day plus travel expenses with no billing for travel time);
  • Responding to investigations by (or requests from) the SEC or stock exchange or other government or regulatory bodies;
  • Responding to stockholder proposals;
  • Significant redrafting of periodic SEC reports;
  • Advice on the application of Rule 144 to the sale of securities by executive officers;
  • International presentations;
  • Extraordinary equity or corporate governance matters (option repricing, issuer tender offers, special research projects, etc.) and other non-routine corporate or securities matters.

What are Corporate Securities Laws?

Corporate securities laws are the statutes, regulations, and judicial decisions covering corporations’ registration and sale of stocks, bonds, and other equity and debt instruments. In the United States, there are corporate securities laws at both the federal and the state levels, both of which are designed to keep investors informed of pertinent information necessary when either buying or selling stocks.

Protecting consumers and investors

Corporate securities law further explained

At the national level, the Securities and Exchange Commission (SEC) is in charge of using federal corporate securities laws to create regulations that companies must legally follow. Any deviance from these regulations could result in harsh punitive measures. In order to sell securities, the SEC requires that all corporations first register with them and publicly disclose certain financial information on a periodic basis.

At the state level, corporate securities laws mainly protect consumers and investors from the potentially fraudulent and deceptive practices of companies. Although each state has its own set of corporate securities laws, states usually require registration with their respective governments before selling securities, stocks, bonds, and shares. Oftentimes, states will also have their own respective securities commissions to act as regulatory agencies to make sure everything is above the table.

The U.S. court system, in addition to the framework of corporate securities laws, also makes corporations liable for any securities-related action based on common laws’ traditional aspects. Essentially, the U.S. court system treats the sale of each stock as a contract, which, if breached, can be brought to court.

What all this essentially means is that companies need to work with securities law firms before even thinking about making an initial public offering. The legal framework surrounding security laws is, in a word, complicated, made all the more intricate and perplexing by the constant changes being made.

To learn more about both securities laws at the state and national level, contact us today.

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