Public Companies & Securities

Welborn attorneys advise and represent clients in securities transactions, SEC filings, and other compliance matters. We assist our clients in connection with equity and debt offerings, act as counsel in private placements of securities (including those sold under Regulation D and Regulation S), and advise publicly traded companies on corporate governance, disclosure, reporting, and compliance obligations under both federal and state law.

Private Placements of Securities

Private placements are often the preferred method of raising funds for start-ups and are an effective way for many publicly traded issuers that need to raise capital when the public markets are not available or are too volatile. We represent issuers, private placement agents, and institutional investors in connection with private placements of common stock, preferred stock, limited liability company equity and many kinds of debt securities. Our attorneys also assist clients throughout the private financing process, including the preparation of offering documents, the filing of Form D, and blue sky compliance.

Representation of Public Companies

We assist our public company clients with disclosure and regulatory obligations under the Securities Exchange Act of 1934, the rules of the national securities exchanges and associations, and the requirements of the Sarbanes-Oxley Act, as well as other corporate governance rules.

Welborn attorneys work with our public company clients in the following areas:

  • Reviewing Forms 10-K, 10-Q, and 8-K filings, proxy statements and information statements;
  • Advice concerning trading of securities by company insiders and affiliates, Rule 144 compliance, and insider trading guidelines and restrictions;
  • Compliance with Section 16 of the Securities Exchange Act of 1934; and
  • Counseling on compliance with the Sarbanes-Oxley Act and other regulatory rules.

Representative Matters:

  • Represented management team in $500 million DrillCo partnership backed by private equity company
  • Represented management team in connection with $150 million private equity investment
  • Represented issuer in connection with private placement memorandum and related documents to raise money for company to invest in oil and gas projects in the Permian Basin
  • Represented issuer in connection with private placement memorandum and related documents to raise money for company to purchase, own and operate an oil and gas pipeline in Wyoming
  • Prepared private placement memorandum for natural gas service company
  • $144 million registered public offering of common stock by energy industry corporation
  • $45 million private placement of common stock by public company