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.

Breaking News – Updated PPP Application

Posted on April 3, 2020 by

An updated PPP application has been released and it is our understanding that this updated application is the ONLY application that will be accepted by lending institutions.  The updated form can be accessed here. The PPP loan is also FIRST COME, FIRST SERVE so submit your applications as soon as possible beginning today, April 3rd, 2020. We […]

Landlord Considerations in Uncertain Times

Posted on April 3, 2020 by

As we enter a new month with the rental landscape changed in dramatic ways by the coronavirus pandemic, landlords will undoubtedly be facing requests from tenants for rent relief.  As you proceed to address these requests, some of the lessons from the last economic recession are applicable today. Before you begin discussions, consider obtaining a […]

BREAKING NEWS – SBA Releases PPP Info

Posted on April 2, 2020 by and

The SBA released the Interim Final Rule announcing more information on the Paycheck Protection Program.  The Interim Final Rule provides some program clarifications, but also provides some program changes. Note, the applicable interest rate is now 1%.  There is also more information on how to calculate payroll costs to determine the maximum loan amount including examples. […]

Paycheck Protection Program – NEW INFO AND APPLICATION!

Posted on March 31, 2020 by and

The SBA and Treasury moments ago released updated information on the new Paycheck Protection Program created by the CARES Act.  The program is specifically designed to help small businesses (less than 500 employees) keep their workforce employed by providing an SBA guaranteed loan.  The program also provides for forgiveness of the loan proceeds that are […]

Business Interruption Insurance

Posted on March 30, 2020 by

Businesses often carry insurance to cover losses caused by a variety of events or perils.  Restrictions, closures, whether voluntary or not, and policies related to COVID-19 are negatively impacting businesses and affecting bottom lines.  As a result, business owners are asking whether they are insured for their losses due to COVID-19 like they might be […]

Wisconsin Emergency Orders Increase Restrictions on Landlords

Posted on March 30, 2020 by

Over the past two weeks, Governor Evers has continued, through the Department of Health Services, to issue Emergency Orders related to the COVID-19 health crisis.  One area of his focus has been to restrict real estate landlords’ activities. In his now seemingly old Emergency Order #12  (from last week Tuesday, March 20!), that imposed the […]

President Trump Signs CARES Act

Posted on March 27, 2020 by , , , and

After much negotiation over the past few days, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law, a $2 trillion stimulus package aimed at providing critical economic relief to Americans affected in the wake of the COVID-19 outbreak. Big Picture With a combination of direct payments, grants, loans […]

DOL Issues New FAQ for FFCRA

Posted on March 27, 2020 by , and

Earlier this week we sent you a link to the DOL website with 14 FAQs regarding the Families First Coronavirus Response Act (FFCRA). Those FAQs were not earth-shattering but NOW we have 22 more FAQs with very good insight on several topics, documentation (you CAN require it), and whether the leave is available for employees […]

As COVID-19 Cases Rise . . . Are Employers Supposed To Record Them As Work-Related Illnesses?

Posted on March 27, 2020 by

As the number of COVID-19 cases keeps increasing, it is time to revisit the question of whether employers are supposed to record COVID-19 cases as work-related illnesses under OSHA regulations. OSHA requires that covered employers record COVID-19 cases on their logs if the following criteria are met: The illness has been confirmed by a laboratory […]

Remote Online Notarization Now Permitted in Wisconsin

Posted on March 26, 2020 by

These are unprecedented times for all of us.  We continue to receive directives, orders, and suggestions from our local, state and federal governments and their agencies, most of which continue to place additional restrictions on our activities.  In an effort to allow real estate transactions to continue, an effort has been made by the Wisconsin […]

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