Corporate Transactions and Securities

PAA represents large, middle market and emerging growth public companies, private companies and entrepreneurs looking for sophisticated, efficient and timely advice on corporate and financing transactions and in the United States and abroad.  We guide clients through the complexities of corporate finance, securities offerings, compliance, and mergers and acquisitions.  Our corporate transaction attorneys have over a combined 40 years of experience in a host of transactions, including divestures, public debt and equity offerings, initial public offerings, joint ventures, complex commercial or construction transactions, and general corporate governance consents and resolutions.

Our securities attorneys, primarily Anthony R. Paesano and Devin W. Bone, represent clients in the preparation of periodic SEC reports, filings and advice in connection with insider transactions (including Section 16 and Section 10(b) and Rule 10b-5), Regulation FD disclosure obligations, option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings, change in control and other transactional (M&A) events, and in assisting committees in complying with the requirements of the SEC and national securities exchanges. We also assist our clients in preparing no-action letter and interpretive requests, and in providing a variety of legal opinions under the federal securities laws.

We regularly advise boards, their committees and their financial advisors regarding fiduciary duties and other corporate governance issues, including management succession and compensation, board composition and structure, conflict of interest avoidance, and specific exchange corporate governance requirements.  In connection with the representation of clients seeking access to the public markets through direct or initial public offerings, special purchase acquisition companies or reverse mergers, we advise in all aspects of planning and structuring, including preparation of registration statements and prospectuses, negotiation of placement arrangements and preparation for listing applications for the OTC Market Place, or national exchanges. 

Mr. Paesano and Mr. Bone also handle arbitrations before the Financial Industry Regulatory Authority (FINRA) and enforcement investigations by the United States Securities and Exchange Commission and state regulators.  Mr. Paesano is an approved arbitrator with FINRA.