Corporate Finance & Securities
Ruder Ware is one of the few Wisconsin firms located outside of Milwaukee or Madison that assists clients in complying with federal and state securities laws.
We advise a number of public companies and their directors and officers regarding securities law matters, and we assist these clients in complying with periodic reporting requirements; designing equity-based compensation and benefit programs; complying with insider trading restrictions and reporting obligations; and managing investor relations, public disclosure, and corporate governance issues. We also have experience with structuring and negotiating a wide variety of private equity and venture capital transactions involving the private placement of securities. Our services include:
- Introducing companies to the investment banking and intermediary community to allow access to capital
- Providing assistance with structuring transactions to comply with securities laws
- Representing issuers in private and public offerings of equity and debt securities
- Drafting and negotiating engagement letters, confidentiality agreements, initial proposals, indications of interest, and letters of intent
- Drafting prospectuses; private placement memoranda and offering circulars; subscription documents; founder, shareholder, and employment agreements; and option and restricted stock plans and agreements
- Drafting investment agreements for private equity transactions
- Preparing proxy statements for use in connection with annual and special meetings of shareholders, including compliance with executive compensation disclosure requirements
- Preparing and filing annual, quarterly, and interim reports with the Securities and Exchange Commission
- Assisting with rules compliance in connection with a listing on the New York Stock Exchange, the NASDAQ Stock Market, or the OTC Bulletin Board
- Advising clients on compliance with short-swing profit rules and other obligations of insiders under the Securities Exchange Act of 1934
- Designing and drafting executive compensation arrangements involving employer securities
- Advising clients regarding corporate governance matters, including board of directors committee composition and duties and determination of “independence” and “financial expert” determinations, as well as other requirements arising under the Sarbanes-Oxley Act of 2002
- Representing acquirers in both friendly and hostile tender offers and assisting in the defense of hostile tender offers
- Assisting public companies with establishing “poison pills,” “shark repellents,” and other corporate defense mechanisms in connection with proxy contests
- Representing public companies in connection with going-private transactions and in connection with “reverse stock split” and other recapitalization transactions necessary to consolidate company ownership.
Founded in 1920, Ruder Ware provides business, employment, estate planning, and litigation services. A full-service law firm, over 45 attorneys provide clients with a one-stop approach to their legal needs. Ruder Ware, Business Attorneys for Business Success.
Posted on December 14, 2023 by Mary Ellen Schill
The Internal Revenue Service issued the 2024 optional standard mileage rates today for computing the deductible cost of operating an automobile for business, charitable, medical, or moving purposes. The most notable change is the slight per mile increase for businesses. Effective January 1, 2024, the optional standard mileage rates for the use of a car […]
Posted on October 23, 2023 by Anne E. Flinchum
As a collection and banking attorney, I am often asked whether (or when) I think collections will restart now that we are somewhat “beyond” COVID-19, although not fully. In my own practice I have seen an increase in demand letters to businesses and consumers for past due accounts or debts. Banks and businesses need to […]
Posted on February 22, 2023 by Ruder Ware Alumni
When it goes into effect on January 1, 2024, a provision tucked inside the Corporate Transparency Act (the “CTA”) will impose lengthy new reporting requirements on many business entities, including many single-member LLCs. The final rule recently issued by the U.S. Treasury Department’s Financial Crimes Enforcement Network clarifies the scope and applicability of these new […]
Posted on February 14, 2023 by Sara J. Ackermann
If you are a federal contractor, keep reading. Last summer, the Office of Federal Contractor Compliance Programs (OFCCP) issued a notice to all federal contractors that the Center for Investigative Reporting had requested EEO-1 reports for 2016-2020 pursuant to the Freedom of Information Act (FOIA). While the motive is uncertain, it is likely that this […]
Posted on February 3, 2023 by Ian A. Colby
To do business in Wisconsin, a business owner needs to file numerous documents with federal, state, and local governments. Congress recently added a new one. Under the Corporate Transparency Act, most corporations, LLCs, and similar company types doing business in the United States must file a report divulging the personal information of anyone who “controls” […]
Posted on December 29, 2022 by Mary Ellen Schill
The Internal Revenue Service issued the 2023 optional standard mileage rates today for computing the deductible cost of operating an automobile for business, charitable, medical, or moving purposes. The most notable change is the three-cent per mile increase for businesses. Effective January 1, 2023, the optional standard mileage rates for the use of a car […]
Posted on October 6, 2022 by Steven P. Lipowski, J.P. La Chapelle, Paul J. Mirr and Jordan C. Sundell
Under new Wisconsin laws coming into effect soon, some important rules governing how limited liability companies (LLCs) operate will change. This article will describe some of the key changes, what LLC owners need to be thinking about, and some approaching deadlines for those wishing to be governed under the “old” rules. The New LLC Law […]
Posted on July 27, 2022 by Anne E. Flinchum
In March of this year, the three major nationwide credit reporting agencies (Equifax, Experian, and TransUnion) announced there would be substantial changes to medical collection debt reporting coming this summer in an effort to help consumers faced with unexpected medical bills. The changes will remove nearly 70% of medical collection debt tradelines from consumer credit […]
Posted on June 9, 2022 by Mary Ellen Schill
Due to the increase in the cost of gasoline since establishing the 2022 rates last year, the Internal Revenue Service is increasing mid-year the optional standard mileage rates for computing the deductible cost of operating an automobile for business, medical, and moving expenses. Effective July 1, 2022, the optional standard mileage rates will be 62.5 […]
Posted on May 10, 2022 by Andrew M. Lorenz
In a perfect world, business owners could spend all of their time and money focusing on a singular task: running their business. Despite the best laid plans, however, at some point ancillary concerns will arise and require—at least to some extent—that a business divert its resources to address and correct an issue. One area of […]
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