Corporate and securities transactional and compliance matters are the core focus of Buchanan Ingersoll & Rooney's Securities/SEC Practice Group. We have a long-standing history in providing federal and state securities advice to our clients. We address the needs of our clients by providing creative solutions, combined with technical knowledge and years of practical experience. Our practice group has experience in a broad range of sophisticated securities-related matters, including:

• SEC-registered, underwritten debt and equity offerings, including IPOs, follow-on offerings and hybrid securities offerings
• Shelf registration statements (for primary offerings, resales and acquisitions)
• Spin-offs and going private transactions
• Rule 144A transactions, PIPES, private placements and other exempt offerings
• Tender offers (self- and third-party tenders) and other M&A transactions in which securities are issued as consideration
• Insider trading and Section 16 compliance and reporting issues, Rule 144 sales and Schedule 13D/G compliance
• Employee benefit matters, including compensation and benefit plans and arrangements and Form S-8 registration statements
• Periodic and current SEC reporting (e.g., Form 8-Ks, 10-Qs, 10-Ks and proxy statements), including compliance with Regulation FD, Regulation G and other disclosure requirements
• Compliance with the Sarbanes-Oxley Act and the related SEC regulations
• Compliance with the listing requirements of the NYSE, Nasdaq, AMEX and other SROs
• Corporate governance matters, including advising boards of directors, committees and board members
• Representing foreign private issuers in cross-border transactions and securities law compliance obligations

Our clients include Fortune 500 companies, emerging technology and other public companies, private companies, executive officers, directors, boards of directors, board committees, shareholders, joint venture partners, institutional investors, underwriters, placement agents, and investment banks in a variety of industries, including retail, energy and natural resources, metals, manufacturing, financial services, technology, life sciences, chemicals and health care. Our lawyers work closely with management, in-house counsel, boards of directors and board committees, accountants, investment bankers and others to achieve comprehensive, cost-effective, value-added results for our clients. Our firm's resources enable us to bring in other practitioners with experience, as necessary, in areas such as tax, anti-trust, litigation and employee benefits.

The following are some representative transactions we have handled:

• An agented private placement of common stock for CNX Gas Corporation, the former gas business of CONSOL Energy, valued at nearly $420 million and CNX Gas' related initial public registration.
• A $100 million IPO for Dick's Sporting Goods, Inc. 
• A public offering of $300 million of senior notes and $115 of capital stock  for Kennametal, Inc.
• A going-private transaction for JLK Direct Distribution, Inc.
• Several transactions for Pitt-Des Moines, Inc. resulting in a $260 million tender offer for its common stock.
• A $45 million tender offer acquisition of Laser Power Corporation by II-VI Incorporated.
• Representing a New Jersey-based bio-therapeutics maker in its $60 million sale to a publicly traded multinational biopharmaceutical corporation.
• The sale of a principal shareholder's shares in connection with the $1.25 billion acquisition of Kanbay International, Inc. by Cap Gemini SA.
• A restructuring of $44 million of preferred stock for Stonepath Group, Inc.
• Corporate governance advice to several public companies and Board committees in light of the Sarbanes-Oxley Act.
• Rule 144 advice to several financial institutions regarding loans secured by publicly traded securities.