Securities Law


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Deep knowledge of federal and state securities laws is an important part of the business law services we offer our clients. Securities laws regulate the manner and terms upon which companies seek capital from investors, ranging from a startup company’s offering to angel investors to a public company’s offering through an SEC shelf registration. Securities laws also impose extensive, complex regulations on a diverse set of financial industry players.

Capital Formation; Securities Counsel. The lawyers in our Securities Law Group have extensive experience representing venture capital firms, private equity firms, angel investors, and issuers in negotiating and documenting investments in nonpublic companies. The Group also advises private companies and their owners on capitalization issues, governance matters, and steps to be taken in contemplation of a liquidity event, whether as an acquisition target, private equity investment or rollup, ESOP transaction, or an initial public offering.

Members of the Group also represent issuers and selling stockholders in registered public offerings of equity or debt securities, such as through IPOs, employee stock option plans, or follow-on offerings. The Group has extensive experience advising publicly-held companies on SEC reporting obligations, including design and preparation of proxy statements and of periodic reports on Form 10-K and 10-Q; disclosure of current developments on Form 8-K; the effect of Regulation FD on other public statements by the issuer; regulation of tender offers; stock exchange requirements on board and committee composition; insider trading prohibitions and short-swing trading regulation; SEC comment letter responses and internal investigations, and planning for stock repurchases and other transactions by issuers and their affiliates.

Regulatory & Compliance. The Securities Law Group provides regulatory and compliance counseling to a broad array of broker-dealers, investment advisers, registered investment companies, and private funds. The Group also advises individuals who serve as registered representatives, investment adviser representatives, and control persons of financial services firms.

Matters handled by the Regulatory & Compliance Practice include the following:

  • Organization and registration of start-up entities to engage in investment advisory or broker-dealer activities in the U.S., including organization of such entities on behalf of non-U.S. parent companies in the financial industry.
  • Advice and legal opinions on various securities law issues arising for specialty players within the securities industry, including third-party marketers.
  • Design, preparation, and updating of, written supervisory procedures and policy manuals for investment advisers, broker-dealers, municipal securities dealers, and hedge funds and other private investment funds.
  • Coordination of responses to regulatory examinations and civil or criminal investigations by the SEC, FINRA, NYSE, CFTC, State Securities Administrators, banking regulators, and other relevant regulatory agencies.
  • Defense of firms and individuals in criminal proceedings or civil trials involving allegations of serious misconduct under applicable regulations and criminal statutes.

Contacts. Greg Fryer and Barbara Young head the Securities Law Group, operating from offices in Portland, Maine and Westport, Connecticut respectively. Both are well-respected authorities on corporate governance and transactional law, which complements their securities law practice in advising clients on complex acquisition, financing, and restructuring transactions.


  • Partner
    T: (207) 253-4402
  • Partner
    T: (203) 222-3123