Corporate Finance & Securities

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 through its offices in Wausau, Eau Claire, and Green Bay, Wisconsin.  A full-service law firm, over 40 attorneys provide clients with a one-stop approach to their legal needs. Ruder Ware, Business Attorneys for Business Success.

Pain at the Pump: IRS Announces Mid-Year Adjustment of Business and Medical Mileage Rates

Posted on June 9, 2022 by

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 […]

Resolving Business Disputes

Posted on May 10, 2022 by

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 […]

You Developed a New Invention – How Do You Determine if it is Patentable?

Posted on April 27, 2022 by

An invention developed by a business or individual inventor may have great value to that business or individual, either through the commercialization of the invention or by licensing the invention to others in return for a license fee. That value is greater if the invention can be patented, which prevents competitors from manufacturing or selling […]

Wisconsin Offers New Safe Harbor for Old Access Rights

Posted on April 20, 2022 by

Over the past several years, many commentators, including members of this firm, have written extensively about the potential loss of recorded easement (or similar) rights due to the passage of time and lack of public notice.  Recently, the alarm was raised because of specific provisions within the Wisconsin Statutes that were read to deem easements […]

Increase in Gasoline Prices Means Increase in Optional Standard Mileage Rates for 2022

Posted on December 17, 2021 by

The Internal Revenue Service has announced the optional standard mileage rates for computing the deductible cost of operating an automobile for business, medical, and moving expenses for 2022, and the increased rates reflect the increase in the fixed and variable costs of operating a vehicle, primarily due to increased gas prices.  Effective January 1, 2022, […]

OSHA Updates Guidance on COVID-19 in the Workplace – Masking and Vaccines

Posted on August 17, 2021 by

On August 13, 2021, OSHA updated Protecting Workers: Guidance on Mitigating and Preventing the Spread of COVID-19 in the Workplace (Guidance) related to the COVID-19 vaccine and masking. The Guidance now incorporates the new CDC recommendations including: Wearing a mask in public indoor settings in areas of substantial or high transmission; Choosing to wear a […]

OSHA Responds to CDC’s Updated Mask Guidance – No Changes to the ETS… Yet

Posted on August 10, 2021 by

OSHA issued a COVID-19 Emergency Temporary Standard (ETS) on June 10, 2021 that applied to the healthcare sector. Included in the ETS is an exemption from the masking, distancing, and barrier requirements for employees who are fully vaccinated when in a well-defined area where there is no reasonable expectation that any person with suspected or […]

OSHA Inspections – Back to the Basics

Posted on August 3, 2021 by

After many months of mostly virtual enforcement, OSHA is back to in-person site inspections and OSHA enforcement has become a priority for the Administration. As such, businesses should be aware of rights they have and how to best respond when OSHA comes knocking OSHA Just Showed Up, What Can I Do? With some exceptions, OSHA’s […]

Protecting Your Rights: Protecting Works Created by Employees and Independent Contractors

Posted on April 19, 2021 by

Many businesses work hard and invest heavily to develop and protect their intellectual property rights, including trade secrets and proprietary processes, designs, and know-how.  However, special rules apply in determining ownership of these intellectual property rights when the work product is created by employees and independent contractors or consultants, particularly in a technical or creative […]

Subleasing Poses Up-Front Risks to Landlord and Tenant

Posted on April 8, 2021 by

Even though the increase in vaccinations and other public health initiatives have resulted in a dramatic reduction in new COVID-19 cases hinting at a possible “return to normal,” recent industry publications are starting to report on an anticipated long-term result in what was once thought to be only a short-term trend for commercial leasing:  the […]

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