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.

2017 Standard Mileage Rates

Posted on December 13, 2016 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 2017, and the reduced rates reflect the continued decrease in gasoline prices. Effective January 1, 2017, the optional standard mileage rates will decrease to 53.5 cents per mile […]

The Importance of Buy-Sell Agreements

Posted on September 14, 2016 by

When business partners form a company and get started in their new venture, optimism and opportunity are usually in full supply. At that point, it is only natural to avoid thinking about some difficult questions about the business. One key, and all too frequent mistake, is the failure to discuss and plan for how a […]

Legally Speaking: A Transforming Legal Marketplace and its Impact on Business

Posted on August 11, 2016 by

Like many industries worldwide, the legal world finds itself in an era of transformation.  After decades of rapid growth, the demand for traditional legal services has slowed enormously since 2008.  A number of factors drive this sea change—two of the most important are the influence of technology and globalization. The Influence of Technology on the Law […]

2017 Health Savings Account Cost of Living Adjustments

Posted on May 2, 2016 by

The Internal Revenue Service on April 29th announced the cost-of-living adjustments for the HSA contribution limits and for High Deductible Health Plan (HDHP) deductibles and out-of-pocket maximums for 2017.   HSA/HDHP Requirement Cost-of-Living Adjustments Limit on HSA Contributions – Self-only HDHP 2016 – $3,350 2017 – $3,400 Limit on HSA Contributions – Family HDHP 2016 […]

2016 Standard Mileage Rates

Posted on December 21, 2015 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 2016, and the reduced rates reflect the decrease in gasoline prices. Effective January 1, 2016, the optional standard mileage rates will decrease to 54 cents per mile for […]

2016 Qualified Plan Cost of Living Increases, 2016 Social Security Taxable Wage Base

Posted on October 21, 2015 by

The Internal Revenue Service has announced the cost-of-living adjustments for the various qualified retirement plan limits. All of the limits shown below remain unchanged from last year. Qualified Plan Limit Cost-of-Living Adjustments 401(k) and 403(b) elective deferral limit 2015:  $18,000 2016:  $18,000 $200,000 compensation limit 2015:  $265,000 2016:  $265,000 $160,000 defined benefit limit 2015:  $210,000 […]

2017 Qualified Plan Cost of Living Increases, 2017 Social Security Taxable Wage Base 2

Posted on October 21, 2015 by

2017 Qualified Plan Cost of Living Increases, 2017 Social Security Taxable Wage Base The Internal Revenue Service has announced the cost-of-living adjustments for the various qualified retirement plan limits. Some of the limits shown below remain unchanged from last year, but others have increased. Qualified Plan Limit  Cost-of-Living Adjustments 401(k) and 403(b) elective deferral limit […]

2016 Health Savings Account Cost of Living Adjustments

Posted on May 4, 2015 by

The Internal Revenue Service today announced the cost-of-living adjustments for the HSA contribution limits and for High Deductible Health Plan (HDHP) deductibles and out-of-pocket maximums for 2016. HSA/HDHP Requirement  Cost-of-Living Adjustments Limit on HSA Contributions – Self-only HDHP  2015 – $3,350  2016 – $3,350 Limit on HSA Contributions – Family HDHP  2015 – $6,650  2016 […]

Bah Humbug: NLRB’s Long-Awaited E-Mail Access Decision Is Sure to Put a Damper on Holiday Cheer for Non-Union Employers

Posted on December 12, 2014 by

On December 11, 2014, a divided [3-2, along partisan lines] National Labor Relations Board (“Board”) issued its long-awaited decision in Purple Communications, Inc., which many management-side labor relations professionals correctly predicted would fundamentally change how union organizing is conducted at nonunion workplaces [a copy of the Board’s decision is available here]. Through Purple Communications, Inc., 361 NLRB No. […]

2015 Standard Mileage Rates

Posted on December 10, 2014 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 2015. Effective January 1, 2015, the optional standard mileage rates will increase to 57.5 cents per mile for business transportation, and decrease to 23 cents per mile for […]

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